With the chip-manufacturing industry facing more pressure, Applied Materials is aiming to shore up its business in a big way by striking a big takeover of a Japanese company.

Applied Materials agreed on Tuesday to buy a smaller rival, Tokyo Electron, in an all-stock deal that will create a big new producer of semiconductor and display manufacturing equipment.

The transaction signals the continued rise of smartphones and tablets, and with that, feverish demand for new processors and displays. But it also reflects the need for cost cutting and consolidation as sales of personal computers fall and commitments for research rise.

Under the terms of the deal, valued at more than $9 billion, shareholders of Tokyo Electron will receive 3.25 shares in the new company for each of their existing shares. Investors in Applied Materials will own one share for each they own now.

“We are confident that this combination will create significantly more value for our shareholders than either company could deliver on its own,” Gary E. Dickerson, the chief executive of Applied Materials, said in a conference call with analysts. “We are bringing together a strong portfolio of complementary products and technology, as well as the ability to invest where it matters most.”

Among the attractions of the merger is the financial strength of putting together two big players in chip manufacturing. As part of the deal, the new company plans to buy back $3 billion in stock within a year of the deal’s closing, which is expected by the second half of 2014.

Yoshikazu Tsuno/Agence France-Presse — Getty ImagesTetsuro Higashi, left, chairman of Tokyo Electron, with Gary Dickerson, chief of Applied Materials, announced their merger on Tuesday.

Both Applied Materials and Tokyo Electron expect the deal to begin adding to pro forma earnings per share by the end of the first full fiscal year after closing.

Uniting the two would most likely also provide the new company with more negotiating power with customers, particularly on pricing.

The acquisition is the second-biggest takeover of a Japanese company by an American concern on record, trailing only Citigroup’s acquisition of Nikko Cordial, according to data from Thomson Reuters.

But both Applied Materials and Tokyo Electron appeared mindful of the potential controversy over the sale, calling it a merger of equals. Though Tokyo Electron shareholders will own a smaller portion of the combined manufacturer — about 32 percent — the Japanese concern will have an equal say over the composition of the combined company’s board.

Tokyo Electron’s chief executive, Tetsuro Higashi, will become the combined company’s chairman, while Mr. Dickerson will move to Tokyo to serve as chief executive.

The company’s new name was not disclosed, and it will be incorporated in the Netherlands. It will maintain headquarters in Santa Clara, Calif., and Tokyo and will maintain stock listings on both the Nasdaq and the Tokyo Stock Exchange.

Mr. Dickerson said that combining two cultures was a priority. He told analysts he had a strong relationship with Mr. Higashi, whom he has known for 30 years, and had spent a significant time in Japan.

But analysts said cultural issues could prove a challenge in integrating the companies. While Tokyo Electron exemplifies conservative Japanese management styles, Applied Materials has been expanding aggressively.

In 2011, Applied Materials acquired another maker of telecommunications equipment, Varian, in a deal that leapfrogged past ASML of the Netherlands to create the biggest player in the industry. By buying Tokyo Electron, Applied Materials would consolidate that position.

Like the semiconductor industry, providers of chip-making equipment have been consolidating in recent years as weakness in semiconductor prices has held back demand for chip-making gear. Sales of equipment fell 16 percent last year, to $37.8 billion, according to Gartner, the technology research company.

While the boom in smartphones has helped demand, the chip industry is struggling with the effects of a plunge in sales of personal computers. Breakthroughs in chip-making technology require greater research and development spending, helping the larger players.

Analysts said that antitrust issues could be a concern, given that the deal would combine two of the three largest players in the industry. At a news conference in Tokyo, executives insisted that the two companies’ capabilities were complementary rather than overlapping.

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資料來源: http://www.cw.com.tw/article/article.action?id=5052434、http://dealbook.nytimes.com/2013/09/24/applied-materials-to-merge-with-tokyo-electron/?ref=technology&_r=1&