ASMPT Limited Announces US\$120 Million Sale of ASMPT NEXX, Inc. to Applied Materials, Inc.

Key Highlights for Investors

• Transaction: ASMPT Limited (“ASMPT” or the “Company”) is selling its wholly-owned subsidiary, ASMPT NEXX, Inc. (“Target Company”), to Applied Materials, Inc. (“Buyer”) for a total cash consideration of US\$120 million, subject to adjustments.
• Seller Structure: The transaction is executed through ASMPT USA Holding, Inc., an indirect wholly-owned subsidiary of ASMPT.
• Key Buyer: Applied Materials, Inc. (Nasdaq: AMAT), a global leader in materials engineering solutions and a major player in the semiconductor industry.
• Closing Conditions: The sale will close no later than five business days after all conditions are satisfied or waived, with the final date set at or before 29 July 2026.
• Indemnification Holdback: US\$18 million of the purchase price will be held back for 18 months to secure indemnification obligations; no interest will accrue to the Seller.
• Financial Impact: Upon completion, the Group expects to recognise an estimated net gain of approximately HK\$11 million, subject to final audit and completion adjustments.
• Strategic Rationale: The divestment sharpens ASMPT’s focus on its core back-end packaging business and allows resources to be reallocated to its strategic priorities.
• Regulatory Classification: The deal constitutes a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules.

Details of the Transaction

On 30 April 2026, ASMPT USA Holding, Inc. (the “Seller”), ASMPT Limited (the “Seller Parent”), and Applied Materials, Inc. (the “Buyer”) entered into a Stock Purchase Agreement (“SPA”) for the sale of all issued shares of ASMPT NEXX, Inc. The agreed consideration is US\$120 million in cash, which may be adjusted for closing working capital, cash, indebtedness, and transaction expenses.

The transaction also includes the sale of inventory from certain Group subsidiaries valued at approximately US\$6.7 million. At closing, US\$18 million will be withheld by Buyer as an indemnification holdback for 18 months, with no interest payable.

Financial Information on ASMPT NEXX, Inc.

• Business: Supplier of electrochemical deposition and physical vapour deposition equipment for advanced packaging of semiconductor devices.
• Recent Performance:
  • Year ended 31 December 2025: Loss before tax of HK\$171.5 million, loss after tax of HK\$182.8 million.
  • Year ended 31 December 2024: Profit before tax of HK\$45.7 million, profit after tax of HK\$51.2 million.
• Net Asset Value: Adjusted unaudited net asset value (exclusive of intercompany balances) was approximately HK\$898 million as at 31 December 2025, and HK\$833 million as at 31 March 2026.

Key Closing Conditions

• No governmental order or law preventing the transaction.
• Truth and correctness of specified representations and warranties at closing.
• All material agreements and covenants performed by both parties.
• All required regulatory filings and consents obtained.
• No material adverse effect to the Target Company since the SPA date.
• At least 85% of key staff offered employment by Buyer must accept and remain onboard through closing.
• Payment of all outstanding insider receivables to the Target Company.
• Transaction must complete by 5:00 p.m. (Pacific) on 29 July 2026, or either party may terminate the SPA.

Strategic Rationale and Shareholder Impact

The divestment aligns with ASMPT’s strategy to focus on its core back-end packaging business, enabling greater capital discipline and resource reallocation towards its main growth areas. The Board believes the Target Company is better placed for long-term success under a new owner who can drive further investment and operational synergies.

The transaction allows ASMPT to realise value from its investment in ASMPT NEXX and is expected to result in an estimated net gain of HK\$11 million, subject to final closing adjustments and audit.

The proceeds will be used for disciplined capital allocation, consistent with the Group’s payout policy and growth priorities, primarily to strengthen core operations.

Listing Rules Implications

The transaction is classified as a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules, as the highest applicable percentage ratio exceeds 5% but is less than 25%. Thus, it is subject to reporting and announcement requirements, but not to shareholders’ approval.

Potentially Price Sensitive Aspects

• Disposal of a Major Asset: Divestment of a significant subsidiary and business line, which may affect the Group’s future revenue streams and business composition.
• Estimated Gain: The transaction is expected to generate an estimated net gain of HK\$11 million, pending final audit.
• Strategic Refocus: The deal signals a strategic shift towards ASMPT’s core competencies, which may be viewed positively by investors seeking streamlined operations.
• Completion Uncertainty: The transaction is subject to multiple closing conditions and regulatory approvals, and there remains a possibility that it may not proceed.

Board Statement

The Board considers the terms and conditions of the Disposal (including the Purchase Price) to be fair and reasonable and in the interests of the Company and its shareholders as a whole.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Completion of the Disposal is subject to various conditions and approvals. Investors should exercise caution when dealing in the securities of ASMPT Limited.

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