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Ceradyne, Inc. Completes Acquisition of SemEquip, Inc.


Acquisition Continues Ceradyne's Vertical Integration Strategy Related to New Semiconductor Markets

COSTA MESA Costa Mesa (kŏs`tə mā`sə), city (1990 pop. 96,357), Orange co., S Calif., on the Pacific south of Santa Ana; inc. 1953. It is a transportation, residential, and light industrial center. , Calif. -- Ceradyne, Inc. (Nasdaq: CRDN CRDN Certified Restoration Drycleaning Network ) announced today the completion of the acquisition of SemEquip, Inc., located in North Billerica, Massachusetts North Billerica is a village (or section) of the Town of Billerica, Massachusetts, one of nine villages (sections) that make up the Town of Billerica. It is the home to Faulkner and Talbot mills and the North Billerica Train Depot. . The purchase price consists of $25 million in cash paid at closing, plus contingent consideration not to exceed $100 million over the next 15 years based upon SemEquip revenues achieved during that period. Ceradyne used a portion of its existing cash for the payment made at closing.

A portion of the consideration paid at closing and the contingent consideration to be paid over 15 years relates to a pre-closing commitment by SemEquip to pay incentive compensation to several of its employees and advisors. Although this incentive compensation will not increase the total consideration Ceradyne will pay for the acquisition, it will require Ceradyne to record a pre-tax accounting charge estimated to be in the range of $9.0 million to $11.0 million in the third quarter of 2008.

SemEquip, Inc. is a leader in the development of cluster ion implantation Ion implantation

A process that utilizes accelerated ions to penetrate a solid surface. The implanted ions can be used to modify the surface composition, structure, or property of the solid material.
 sub-systems and advanced ion source An ion source is an electro-magnetic device that is used to create charged particles. These are used primarily within mass spectrometers or particle accelerators. Mass spectrometry  materials for the manufacture of logic and memory chips. SemEquip has significant intellectual property assets, including a patent portfolio of over 100 granted and pending patents related to the use of cluster chemicals in semiconductor ion implantation. Several of these patents have been described as "seminal" for what may be a disruptive semiconductor technology. SemEquip's technologies enable the utilization of cluster beam ion implantation for manufacturing the most advanced integrated circuits Integrated circuits

Miniature electronic circuits produced within and upon a single semiconductor crystal, usually silicon. Integrated circuits range in complexity from simple logic circuits and amplifiers, about 1/20 in. (1.
 at lower cost and increased throughput.

Michael Kraft, Ceradyne's Vice President of Nuclear and Semiconductor Business Units, commented: "Adding the SemEquip technology in both ion implant source system hardware and chemicals allows us to expand our value stream participation into ion beam implantation process control, chip level chemical doping doping, in electronics: see semiconductor.


Altering the electrical conductivity of a semiconductor material, such as silicon, by chemically combining it with foreign elements.
, and device design, all of which have a direct impact on semiconductor chip performance.

"There has been a positive response to our announcement of this acquisition in July and we are presently working with the ion implant OEMs as well as the chip manufacturing 'Fabs' to spread this technology over a wider range of semiconductor chip applications.

"Key SemEquip personnel will remain after the close."

David Reed, Ceradyne's President North American Operations North American operation Surgical oncology Radical surgery of a 'frozen pelvis', consisting of radical en bloc resection of the uterus and urinary bladder. See 'Frozen pelvis.'. Cf 'All-American' and 'South American' operations. , added: "The SemEquip acquisition follows the vertical integration model we have successfully used in the past which includes the manufacture of final products utilizing Ceradyne-produced raw materials. The boron boron (bōr`ŏn) [New Gr. from borax], chemical element; symbol B; at. no. 5; at. wt. 10.81; m.p. about 2,300°C;; sublimation point about 2,550°C;; sp. gr. 2.3 at 25°C;; valence +3.  isotope 11B (Enriched Boron) used to manufacture the SemEquip B18H22 ClusterBoron[R] molecule will be manufactured at Ceradyne Boron Products in Quapaw, Oklahoma. SemEquip's cluster ion beam implantation systems and product line of cluster molecule chemicals achieve next-generation performance in semiconductor ion implantation."

Reed further stated that Ceradyne intends to manufacture the B18H22 ClusterBoron[R] and other "cluster" molecules at Ceradyne Boron Products.

Conference Call

Management will conduct a conference call to discuss the Company's acquisition of SemEquip. Any investor or interested individual can listen to the teleconference, which is scheduled to begin at 1:30 p.m. PDT PDT
abbr.
Pacific Daylight Time


PDT Pacific Daylight Time

PDT n abbr (US) (= Pacific Daylight Time) → hora de verano del PacĂ­fico

PDT 
 (4:30 p.m. EDT EDT
abbr.
Eastern Daylight Time


EDT Eastern Daylight Time

EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York

EDT 
) on Wednesday, August 13, 2008. To participate in the teleconference, please call toll-free 877-717-3046 (or 706-634-6364 for international callers) approximately 10 minutes prior to the above start time and provide Conference ID 60100340.

You may also listen to the teleconference live via the Internet at www.ceradyne.com or www.earnings.com. For those unable to attend, these web sites will host an archive of the call. A telephone playback will be available for 48-hours beginning at 4:30 p.m. PDT on August 13. The playback can be accessed by calling 800-642-1687 (or 706-645-9291 for international callers) and providing Conference ID 60100340.

Ceradyne develops, manufactures, and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel, and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

Except for the historical information contained herein, this press release contains forward-looking statements regarding future events and the future performance of Ceradyne that involve risks and uncertainties that could cause actual results to differ materially from those projected. Words such as "anticipates," "believes," "plans," "expects," "intends," "future," and similar expressions are intended to identify forward-looking statements. These risks and uncertainties are described in the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the fiscal year ended dated December 31, 2007 and its Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 as filed with the U.S. Securities and Exchange Commission.
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Date:Aug 12, 2008
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