Ultra Clean Holdings closes acquisition of HIS Innovations Group for $50M upfront plus up to $70M earn-out

Ultra Clean Holdings, Inc.

Paid $50M upfront cash; up to $50M earn-out based on 2023 adjusted EBITDA, plus up to $20M for 2024-2025 performance.
HIS 2023 estimated revenue $56.7M, non-GAAP gross margin 38.4%, adjusted EBITDA $10M (17.6% margin).
Acquisition expands UCT's sub-fab addressable market by $1.5B; expected accretive on an adjusted basis.
HIS to remain in Hillsboro, OR, reporting into UCT's Products division.
Needham & Co. served as financial advisor; Davis Polk as legal advisor to UCT.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ultra Clean Holdings, Inc. entered into Stock Purchase Agreement with Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group valued at $50.0 million in upfront cash consideration (effective 2023-10-25).

Action: entry
Agreement: asset purchase
Counterparty: Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group
Value: $50.0 million in upfront cash consideration
Effective: 2023-10-25

Exact text from the filing

On October 25, 2023, Ultra Clean Holdings, Inc. (“UCT”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among UCT, Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group, an Oregon corporation (“HIS”), the stockholders of HIS and LVL3 Instrumentation LLC, an Oregon limited liability company, solely in its capacity as representative of the equity holders of HIS.

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Ultra Clean Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-056750

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