What: Shares of Newport Corp. (NASDAQ: NEWP) jumped more than 50% early Tuesday after the photonics technology company agreed to be acquired by MKS Instruments.
So what: Specifically, MKS will acquire Newport in an all-cash deal for $23 per share, valuing the company at roughly $980 million, and representing a roughly 53% premium to Monday's closing price. Based on the two companies' 2015 results, that will put the combined company at roughly $1.4 billion in pro forma annual revenue.
"This combination represents a great outcome for all of Newport's stakeholders," stated Newport CEO Robert Phillippy. "The complementary nature of the two companies' technologies and customer base will create exciting opportunities for our employees, and enable the combined company to deliver innovative solutions to our customers."
"The combination of MKS Instruments and Newport Corporation creates a premier supplier of critical components and subsystems for a diverse set of growing end markets, each with a common need for highly precise technology enabling solutions," said MKS CEO Gerald Colella. "This acquisition is consistent with our strategy to pursue sustained profitable growth by expanding into adjacent markets while increasing our served addressable market in our core semiconductor business."
Now what: MKS expects to fund the deal with a combination of cash on hand and up to $800 million in committed debt financing. That will leave the combined company with pro forma net cash and investments of roughly $425 million.
This could ultimately be great news for MKS as well. The deal is expected to close in the second quarter of this year, and be accretive to MKS' adjusted net earnings and free cash flow in the first 12 months after closing. Within 18 to 36 months after closing, the combined company anticipates realizing $35 million in annualized cost synergies, as well as revenue synergies resulting from the expansion of MKS' addressable markets and leverage of complementary sales channels.
But we should also keep in mind the acquisition is still subject to Newport shareholder approval and other custom regulatory approvals. So given both the time it will take to fully realize these synergies, as well as the massive pop in Newport stock -- and unless you've held the stock close to a year and are waiting to enjoy lower long-term capital gains tax rates -- I wouldn't blame Newport shareholders for taking at least some of their quick gains off the table today.