MIGDAL HAEMEK, Israel, November 18, 2021 / PRNewswire / – Camtek Ltd. (Nasdaq: CAMT; TASE: CAMT), a leading manufacturer of metrology and inspection equipment for the semiconductor industry, today announced the price of $ 175 million euros of the total principal amount of the 0% convertible senior bonds maturing in 2026 (the “Remarks“) in a private offer (the”Offer“) to persons reasonably suspected of being qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the”Securities Act“). The offer has been increased compared to the previous announcement $ 140 million total principal of the notes. In addition, Camtek has granted the original purchasers of the Notes an option to purchase, for settlement within 13 days of the date of the initial issuance of the Notes, up to an additional aggregate amount of $ 25 million. tickets. Ticket sales to initial buyers are expected to close on November 23, 2021, subject to customary closing conditions.
The Notes will not bear regular interest and the principal amount of the Notes will not accumulate. The notes will expire on December 1, 2026, unless they are redeemed, redeemed or converted in accordance with their terms before that date.
The Notes will be convertible on the basis of an initial conversion rate of 17.1092 ordinary shares per $ 1,000 principal amount of the Notes, equivalent to an initial conversion price of approximately $ 58.45 per common share, which represents a conversion premium of approximately 30% over the last published sale price of Camtek’s common shares on the Nasdaq Global Market on November 18, 2021. The conversion rate is subject to adjustment if certain events occur. Before the close of business on the working day immediately preceding August 1, 2026, the Notes will only be convertible at the option of the holders of Notes on the occurrence of certain events, the satisfaction of certain conditions and during certain periods. On or after August 1, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or part of their notes at any time, regardless of the foregoing conditions. The Notes will be convertible into cash, Camtek common stock or a combination thereof, with the form of consideration determined at Camtek’s option.
Camtek cannot redeem tickets before December 6, 2024, except in the event of modification of certain tax laws. On or after December 6, 2024, Camtek may at any time and from time to time redeem all or part of the Notes for cash (subject to a certain partial redemption limitation), at Camtek’s option, if the last declared sale price of Camtek ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether consecutive or not) during any period of 30 consecutive trading days (including the last trading day of this period) ending on the trading day immediately preceding the date on which Camtek provides a redemption notice, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest (the if applicable) until the reimbursement date, but excluding. Noteholders will have the right to require Camtek to redeem all or part of their Notes in the event of a fundamental change (as defined in the Note Governing Act) at a cash redemption price equal to 100%. of the principal amount. Notes to be redeemed, plus any accrued and unpaid special interest (if any) up to, but excluding the Fundamental Change redemption date.
When issued, the Notes will constitute the general unsecured obligations of Camtek which have priority in right of payment over any indebtedness of Camtek which is expressly subordinated in terms of right of payment to the Notes; rank equally in right of payment with all unsecured debts of Camtek which are not so subordinated; will effectively rank inferior in the right of payment to any secured debt of Camtek to the extent of the value of the assets securing such debt, and to Camtek’s liabilities in priority under applicable bankruptcy laws of Israel; and structurally lower than all debts and other liabilities (including trade debts) of Camtek’s subsidiaries.
Camtek estimates that the net proceeds of the Offering will be approximately $ 170.1 million (Where $ 194.5 million if the initial purchasers exercise their option to purchase all of the additional tickets), after deduction of the costs and offering costs estimated to be borne by Camtek.
Camtek intends to use the net proceeds of the Offering for general corporate purposes, including, but not limited to, potential acquisitions, working capital, capital expenditures, investments , research and development and product development. Camtek has not determined the amount of net proceeds to be used specifically for the aforementioned purposes and has no agreement or arrangement regarding any acquisition or investment at this time.
The Notes have only been offered to persons reasonably suspected of being Qualified Institutional Purchasers under Rule 144A of the Securities Act. The offering and sale of the Notes and the common shares of Camtek issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, securities laws securities of a state or securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except under an applicable exemption from these registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes described herein, nor will there be any sale of the Notes (or the common shares of Camtek which may be issued upon conversion of Notes, if any) in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
Camtek is a leading developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek’s systems inspect integrated circuits and measure the characteristics of integrated circuits on wafers throughout the semiconductor device production process, covering the front and middle of the end, and through to the start of assembly (post-cutting). Camtek’s systems inspect wafers for the most demanding semiconductor market segments, including advanced interconnect encapsulation, memory, CMOS image sensors, MEMS and RF, serving leading IDMs, OSAT and global industry foundries. Camtek’s world-class sales and customer support infrastructure is organized around eight US-based subsidiaries, Europe, Japan, China, Hong Kong, Taiwan, Korea and Singapore.
This press release contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Ltd. (“We”, “our” and “our”). Forward-looking statements can be identified by the use of words such as “believe”, “anticipate”, “should”, “intend”, “plan”, “may”, “may”, “expect”. “,” Estimate “,” “project”, “positioned”, “strategy” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties which may cause Camtek’s actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied by these forward-looking statements, including, but not limited to whether Camtek will issue the Notes and the intended use of the proceeds of the Offering. Our actual results and performance could differ materially from those projected in forward-looking statements due to many factors, including the effect of the COVID-19 crisis on global markets and the markets in which we operate, including the risk of continued disruption to our operations and those of our customers, suppliers, business partners and subcontractors due to the COVID-19 pandemic; our expectations regarding the sufficiency of available liquidity; our dependence on the semiconductor industry and the risk that adverse economic conditions or low capital expenditures could negatively impact our results of operations; trends and anticipated impacts associated with industry component and substrate shortages; the future purchase, use and availability of components supplied by third parties; dockage and other disruptions to our customers’ operations, which could reduce production yields or interrupt manufacturing, and could result in the cancellation or delay of the purchase of our products; the highly competitive nature of the markets we serve, some of which have dominant participants with more resources than us; the rapid evolution of technology in the markets in which we operate and our ability to adequately anticipate these changes or keep pace with emerging industry standards; risks related to the concentration of a significant part of our activity in certain countries of the Asia-Pacific Region, in particular China (which is our largest territory), Taiwan and Korea; changing industry and market trends; reduced demand for our products; the timely development of our new products and their market adoption; increased competition in industry; price reductions; and other factors discussed in our Annual Report on Form 20-F and other documents filed by the Company with the SEC as well as other documents which may subsequently be filed by Camtek from time to time with the SEC.
While we believe we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that such statements are based on a combination of facts and factors currently known to us and on our projections for the future, about which we cannot be certain. In addition, any forward-looking statement represents the views of Camtek only as of the date of this press release and should not be construed as representing its views at any later date. Camtek assumes no obligation to update forward-looking statements, except as required by law.
Moshe Eisenberg, Chief Financial Officer
Phone. : +972 4 604 8308
Mobile: +972 54 900 7100
INTERNATIONAL INVESTOR RELATIONS
GK Investor Relations
SOURCE Camtek Ltd.