Fire, Rain, and M&A

By SEMI staff

The expert panel, “The Future of M&A in the Semiconductor Industry,” was a hot topic at SEMI’s Industry Strategy Symposium (ISS) conference on January 11.  So hot, it seems, that midway through the panel discussion, a fire alarm triggered and the whole group stepped outside for a quick breather.  Fortunately, this came at a break in the almost nonstop rain – that felt as though the Ritz Carlton might wash off the bluffs of Half Moon Bay.  

The rain couldn’t put a damper on the mood, though.  Forecasters throughout the conference revised upwards their 2016 results and 2017 forecasts (http://www.semi.org/en/semi-iss-2017-uncovers-new-growth-forecast-upgrades-1) and Diane Bryant, EVP and GM of Intel’s Data Center Group sparked the audience with an amazing keynote that made clear this is the best time ever to be in the semiconductor manufacturing supply chain.  

But, how that industry might look in the future was the business of the M&A panel moderated by Robert Maire of Semiconductor Advisors with experts:  

  • Patrick Ho, senior research analyst, Semiconductor Capital Equipment at Stifel Nicolaus
  • John Ippolito, VP Corporate Development at MKS Instruments
  • Israel Niv, former CEO of DCG Systems
  • Tom St. Dennis, chairman of the Board of FormFactor.

Will The Huge Deals of 2015 and 2016 Continue?

Setting up the panel, Maire observed that 2015 and 2016 were huge in transaction size (over $100 billion announced in 2015), but while the values of the deals have jumped, the number of deals has remained fairly consistent over the past several years. Also, China has more significantly moved into the M&A market in 2015, in the range $4 to $5 billion.  

It appears that M&A will continue, but not at the same pace as 2015 and 2016 due to increasing political, regulatory, and industry pushback.  In the equipment space, while big deals such as Advantest and Verigy were possible in 2011, the current climate has seen big deals falter including Applied Materials and Tokyo Electron; Lam Research and KLA-Tencor; and Aixtron and Fujian Grand Chip.   

However, Maire observed that the motivations for M&A continue; for instance, Intel needs to offset a declining PC market and ramp IoT, VR, and Cloud activity and will likely consider M&A as part of its approach.  Similarly, opportunities for equipment companies to increase scale and size exist for process control companies and in the back-end segment where further consolidation appears necessary.

China Becomes a Player

China’s ambitions in M&A may have been complicated by recent events, but with a $150 billion investment fund there are likely more opportunities ahead.  China has stated the intent to move from producing just 10 percent of its IC consumption to 70 percent in ten years and catching up technologically by 2030.  While some see concerns given China’s investment and later pricing collapses in FPD, PV, and LED, others see China’s efforts to increase its indigenous production of ICs as similar to what has happened as the industry spread from U.S. and Europe to Japan, Taiwan, and Korea.

The panel responded to questions from Maire, questions submitted from the audience, and live audience questions.  Ho noted that big deals in semiconductor equipment appear, for the time being, to be difficult or over.  However, there is still low-hanging fruit and smaller deals.  There is a need to focus on scale and size because customers (IC manufacturers) are bigger and fewer.  For example, Form Factor’s combination with Cascade brought size and scale and enabled Form Factor to be more competitive.  

The Future for Semiconductor Equipment Consolidation

Several questions revolved around where M&A would happen in the semiconductor equipment space.  There was general consensus that M&A of any of the “big five” (not named, but likely ASML, Applied Materials, Lam Research, Tokyo Electron, and KLA-Tencor) were off the table in the short term due to both regulatory pressure and industry pushback given fears of overly strong supplier power.  Niv thought there were opportunities for consolidation in the metrology and process control space.  Ippolito thought there might be further consolidation opportunities in motion control.  St. Dennis thought there were opportunities throughout the whole supply chain.  He pointed out that the benefits of acquiring a good company were significant, including great talent (difficult and time consuming to develop organically), synergies in not just SG&A, but in technology and field organizations. 

The role of private equity was raised.  Ippolito noted that the private market and private equity have roles to play in consolidation opportunities, noting the success of Atlas Copco with Edwards Vacuum and Oerlikon Leybold as an example. 

Several questions focused on China.  Niv pointed out the industry needs to think about China similar to how they thought about Japan when Japan was emerging as an IC manufacturing power.  Partnering with Japanese companies was an effective strategy for many and brought long-term success in that market.  Ippolito thought that very large China deals might be off the table for a while, but smaller deals would likely go through.  He noted that $150 billion (the China investment fund) is a lot of money and that tends to find a way forward.  

Size Matters

The panel seemed to agree size matters.  Niv observed that deals have to be the right size to be digestible with a deal of 10 percent size ratios being easier than other ratios.  Niv noted that one cannot realistically aspire to be acquired by Applied Materials at a revenue of only $20 to $30 million.  For this size, he advised that you are better off getting there by first being an aggregator.  Ho expanded on this by noting that small cap equipment companies can’t attract the attention of the “big five.”  $200 million of revenue only gives the “big five” about a penny of accretion.  For MKS Instruments, the deal with Newport was positive because it added almost $1 in accretion and is an example of a better match in size.

It was a testament to the keen interest in the M&A panel that after the fire alarm evacuation, virtually everyone returned and the audience was nearly immediately again fully engaged in trying to understand what stamp M&A will next leave upon future of the industry.  If we learned anything in 2016, it is that surprises will happen (so it seems, fire alarms will ring when you least expect them).  And, predicting rain, like predicting which deals will go through in a fundamentally new geopolitical environment, will be a guessing game.  However, there’s no doubt that M&A will continue and the opportunities ahead of us will rewrite our industry map.  

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Global Update
SEMI
www.semi.org
January 17, 2017