FormFactor's CEO Presents At MicroProbe Acquisition Conference (Transcript)

FormFactor, Inc. (FORM)

MicroProbe Acquisition Conference Call

September 04, 2012 9:00 am ET


Thomas St. Dennis – Chief Executive Officer

Michael M. Ludwig – Chief Financial Officer

Mike Slessor – Chief Executive Officer - MicroProbe, Inc.


C.J. Muse – Barclays Capital

James Covello – Goldman Sachs

Patrick Ho – Stifel Nicolaus & Company, Inc.



Thank you and welcome everyone to the FormFactor’s Conference Call to discuss the merger of FormFactor and Astria Semiconductor Holdings, the parent company of MicroProbe. On this morning’s call, our FormFactor’s Chief Executive Officer, Tom St. Dennis; MicroProbe’s Chief Executive Officer, Mike Slessor; and FormFactor’s Chief Financial Officer, Mike Ludwig.

Before we begin, let me remind you that the company will be discussing GAAP P&L results and some key non-GAAP results to supplement understanding of the announced merger transaction. Yesterday, we issued a press release, announcing the merger agreement between FormFactor and Astria Semiconductor Holdings; the press release and our presentation outlining details of the merger are on the Investor section of FormFactor’s website.

Also as a reminder for everyone, today’s discussion contains forward-looking statements within the meaning of Federal Securities Laws. Such forward-looking statements include, but are not limited to our ability to consummate acquisition of Astria Semiconductor Holdings, including MicroProbe, our ability to successfully integrate and realize the anticipated benefits of the acquisition. Statements of our own customers’ engagement with newly combined entities, our ability to deliver technology innovation for the advanced probe card industry.

Projections including statements regarding business momentum, improved financial performance, including immediately accretive earnings, macroeconomic conditions, demand for our products and future growth, and statements that contain words like expects, anticipates, believes, possibly, should and assumptions upon which such statements are based. These forward-looking statements are based on the current information, expectations that are inherently subject to change and involve a number of risks and uncertainties. FormFactor’s actual results could differ materially from those projected in the forward-looking statements.

Our companies assume no obligation to update the information provided during today’s conference call. To revise any forward-looking statements or to update the reasons, actual results could differ materially from those anticipated in the forward-looking statements. For more information, please refer to the Risk Factor discussions in the company’s Form 10-K for the fiscal year 2011, as filed with the SEC.

With that, we’ll turn the call over to FormFactor’s CEO, Tom St. Dennis. Please begin.

Thomas St. Dennis

Good morning. Yesterday, we announced that FormFactor and MicroProbe has signed an agreement to merge. This is a significant event for both companies and brings together the leaders from two different parts to the probe cards market. MicroProbe is the leading supplier for advanced probe cards for the SOC market, while FormFactor is the leading supplier of advanced probe cards for the memory market.

While together, we become the largest advanced probe card supplier in the semiconductor industry. The winners here will be FormFactor and MicroProbe customers. The combined company will have the technology and resources to address semiconductor test requirements across the entire advanced probe cards space.

The combined resources of the two companies create a leader in the areas of MEMS, probe technology, advanced probe cards design manufacturing and global customer support. The advanced SOC probe card market is the fastest growing portion of the entire probe card market today. MicroProbe is the leading supplier of advanced SOC probe cards and is well positioned to continue delivering significant growth.

Mike Slessor, the CEO of MicroProbe has done an outstanding job of leading the MicroProbe team over the past four years to be the industry leader it is today. Mike’s industry experience, technical background and clear thinking business judgment and are key assets for MicroProbe, and I’m happy to say we’ll continue to be in the combined company. Mike will continue to lead the MicroProbe business after the merger. Mike is here this morning. I would like to share some thoughts about this transaction. Mike?

Mike Slessor

Thank you, Tom and good morning everyone. I’m very excited to be part of this transformational event in the two companies’ histories, as we join forces to build the preeminent global probe cards supplier. As Tom has mentioned, the MicroProbe team is very focused on the advanced SOC segment of the probe card market. Our recent growth has been the result of both share gains, as well as significant growth in this SOC market. The key market driver is the recent proliferation of complex processors like devices in the semiconductor supply chain, powering not just PCs, but also smartphones, tablets, and other mobile connectivity devices.

Our share gains have been driven by a series of major design wins. These wins are the results of focused technology and support investments that helped our customers to meet the challenging wafer test requirements of high performance 28 nanometre and 22 nanometer devices. With the complexity and time to market challenges, our SOC, MPU and GPU customer space. We see this overall trend continuing and even accelerating. We will continue to focus our resources on helping customers successfully meet these challenges and look forward to continued growth as part of the FormFactor team.

Thomas St. Dennis

Thanks Mike. This transaction is the transformational event for FormFactor. It expands the company’s capabilities significantly while diversifying the revenue base to the high growth SOC market. It’s an outstanding opportunity and I’m really pleased, we were able to make it happen. Mike Ludwig will now go over the details of the transaction and some background in MicroProbe’s financial performance. Mike?

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