ESEC ( UNAXIS) ASMI’S ‘NIEUWE‘CONCURRENT?
11 Januari 2004 door drs J.W.Swaen Historicus
Bijgewerkt op 28 januari 2009
|Door middel van de overname van de resterende aandelen van Esec, door UNAXIS, is binnen Unaxis een bedrijfsgroep semiconductors ontstaan die net zoals ASMI zowel Back End als Front End produceert.|
|In dit overzicht probeer ik eerst te schetsen wat voor bedrijf ESEC was. Achtereenvolgens volgt er een vraaggesprek met de Founding Father van Esec Karl Nicklaus bij zijn afscheid in augustus 1999 als CEO Door middel van een overzicht van de belangrijkste gebeurtenissen aan de hand van persberichten volgen we ESEC tot en met de totale overname door Unaxis. Na het overzicht volgt een overzicht met de resultaten van ESEC en de Front End van Unaxis. Daarna maak ik een vergelijking tussen de resultaten van Unaxis en ASMI Om tenslotte een aantal conclusies te trekken|
|Korte beschrijving van ESEC, is a leading global provider of chip assembly equipment, processing techniques and systems solutions for the semiconductor industry. These machines and solutions are utilized in what is known as the backend segment of semiconductor production. The core business of ESEC encompasses die attach (Die Bonders and Flip Chip Bonders) and wire bonding. Unique know-how in the area of mechatronics, highly qualified employees, intensive cooperation with suppliers, and a global network of sales organizations (Customer Support Centers) are the key factors in the company’s success. Once semiconductor wafers have been cut into individual chips (dicing), the production steps in the backend segment center around fastening the chips to a substrate material (die bonding), establishing electrical connections between chip and substrate through the use of gold thread (wire bonding), enveloping the mounted chip with plastic (molding), inscribing (marking) components and then performing a final test of the completed semiconductor. An assembly technology that combines both die and wire bonding is known as flip-chip technology. In this process, chips that are already prepared on the wafer with soldering nodes are turned (flipped) and fastened to an appropriately treated substrate material. Oprichter van ESEC is Karl Nicklaus die tot 1 juni 1999 CEO was en per die datum Chairman of the board werd.
An Interview with ESEC Chief Karl NicklausChips alert vieuw com Juli aug 1999 Since its founding in December 1958, Karl Nicklaus has built ESEC, once known as the European Semiconductor Equipment Co., now simply known by its initials, into an international leader in IC assembly equipment. In June, he stepped down as president and CEO "to let a younger man take over" after 31 years. We caught up with Karl in San Jose on the final stop of his annual U.S. press tour, which he said would be his last..
What's the history behind the formation of ESEC? I worked for almost 10 years in a semiconductor lab. During that time I learned about all kinds of equipment - most of which came from the U.S., where the transistor was invented. The exchange rate of dollars to Swiss francs was about 1:4 or greater, so the imported equipment was very expensive. After working in the lab, I decided that semiconductor equipment might be a good business if we could produce it for the European market. Prior to founding ESEC, I worked for kulicke & Soffa as a consulting engineer, selling U.S.-made equipment in Europe, during which time I learned about the needs of the industry. At one point, K&S decided to return its European headquarters to Germany from Zug, Switzerland. I was supposed to run the headquarters from Zug. When K&S moved back to Germany, myself and a K&S colleague decided to start our own company. Did you expect ESEC to become one of the dominant assembly equipment companies?
No, we really didn't think we would become a $500 million company. We just thought we would serve the industry with equipment that was needed - that was the idea and that's what we did, and what we still do. As an equipment supplier, we have a commitment to the market and to our customers. The demands on us by the market required that we become big, so we adapted to the market's requirementsWhat's the main difference between IC assembly equipment today and the equipment when you began ESEC?
The main difference is that we didn't have microprocessors; we just had some TTL IC transistors in the machines. The equipment was mainly electromechanical then, while today the machines are mostly software-driven with powerul computers onboard, which makes it much more adaptable to what the customers needESEC acquired several companies in the recent past, including Zevatech. Are you going to be acquiring more? We have no plans to acquire more companies. However, it depends on the market. If it makes sense for us to acquire a company to adapt ourselves to the market, we might look for another acquisition. But there's absolutely no plan to acquire another company as of this moment A Swiss die attach competitor, Alphasem AG, was acquired recently by Universal Instruments. Is ESEC for sale? The acquisition of Alphasem, as I see it, had mainly to do with Universal Instruments seeing a need to move more directly into semiconductor technology like die handling and die pickup-so I understand the acquisition. For Alphasem, being in a niche market of die bonders, it was an acquisition that makes sense for them. ESEC, however, has a nice product portfolio with many different products which fit well in the marketplaceWhat is your philosophy for running a successful company? It's still the same as it was when we started ESEC. We began with the idea of serving the semiconductor market in Europe. We've, of course, extended this concept to what is now very much a global market, and we're a global player. Our basic philosophy, though, is still to serve the market wherever we see a need for assembly equipment that can produce packages at high volume. Over the past year or so, we've seen a very severe industry downturn. How did that affect ESEC? We laid off close to 30% of our workforce. We employed about 1,300 people, so about 400 were dismissed. Now the picture has completely changed. We have good bookings again and we need more labor right now. Even the Asian market is returning-but it is not operating the same way it did before. We're seeing changes in ownership in assembly factories. Does the complexity of modern IC packages surprise you? It doesn't really surprise me because these changes have been expected, and we have seen increasing complexity over the past 30 years. We moved from through-hole devices at 2.54 mm pitch to a much finer pitch with surface mount. We see leadless devices-like bumped devices-with very small pitch and high leadcounts up to 1,500; we see wafer-level packaging. Although there are many new technologies, we think that the bulk of the volume will still be handled by die and wirebonding technologies. I do not see wirebonding technology disappearing within the next 10 years. Why are you stepping down as president and CEO? I am stepping down on June 1 to hand the leadership over to a younger CEO. I've had 31 years of leading the company and now it's about time to hand it over to a younger person. I will maintain the chairmanship. The new CEO, Felix Bagdasarjanz, has an Armenian name, but he was born in Switzerland, educated in Switzerland, and holds a Ph.D. from a Swiss University When will the industry boom again? When will that happen again? It's very difficult to say. I wish I could see it clearly, but I do believe we will see tremendous growth. There are different signs appearing that indicate we will have two, three or four years of growth in front of us. It's impossible to say, however, when the boom of '95 will repeat. Your headquarters are in Cham, Switzerland, far from Silicon Valley. Is that good or bad for a supplier to semiconductor companies? I look at the semiconductor business as a global one. Wherever we can find the best resources for a specific task, we will choose that area. I still think Switzerland has excellent resources for producing high-precision machinery. We have to have a base where the technology is, and that's why we are here. With today's communications, I don't see any problem acting locally and being global. The Japanese market is known to be difficult for foreign companies. How is ESEC doing there-Japan's recession aside? I must say that the interest by the Japanese market for our products has increased very much, mainly last year, especially for our basic technologies like die and wire- bonding. We have developed excellent basic process technologies in those areas and that's exactly what the Japanese market is looking for. Certainly, it's been relatively closed to non-Japanese companies in the past, and remains so. However, the Japanese have recognized, being in this closed market, that they need to be more open, that they need the competitive edge which technologies from outside can offer. Does that speed at which people seem to develop new packages get ahead of the development of machinery to assemble them? From what I've observed, the package developments which have a real chance in the market are based on existing technologies. The chances that most new packages will go into volume production is quite low, from what we've seen in the past. Over the past 35 years, I've seen many new package technologies, and almost all have disappeared except those that rely on die attach and wirebonding. Today the new technologies, like flip chip, are not new-they've been done for 25 or 30 years. Packages like CSPs, however, are just at the beginning of their life cycle
|OVERZICHT BELANGRIJKSTE GEBEURTENISSEN AAN DE HAND VAN PERSBERICHTEN 10.06.1999
ESEC to Focus on Core Semiconductor Business
In order to ensure its long-term success in the marketplace, the ESEC Group will concentrate increasingly on its core semiconductor assembly equipment and factory integration businesses. The equipment-business units will be consolidated in Cham, Switzerland, and it is planned that the operations of the Circuit Board Assembly Division will be continued by ESEC's Japanese trading partner. 30.06.1999
Kulicke & Soffa and ESEC Announce the Integration of the K&S 8020 Wire Bonder in the ESEC AUTOLINE®
Dr. Franz-Peter Steiner, director of the ESEC Factory Integration Business Unit, said: “The reason for this collaboration is the real market requirement for factory integration in the backend. Only through close collaborations will customers have the option to choose third party equipment integration solutions that best suit their production environments.” Oded Lendner, K&S vice-president, factory systems, added, “K&S sees this collaboration as the evolution of our open system approach, which enables any customer to buy equipment and material transfer systems to fit specific requirements.” Both executives indicated they have been pleased with the progress during this collaboration. 05.10.1999
ESEC and Juki Automation Systems Sign Agreement On Transfer of CBA Business
An agreement has been signed by the ESEC Group, headquartered in Cham, Switzerland and Juki Automation Systems Holding, Inc. (JAS), a recently founded company based in Raleigh, North Carolina for the sale of the assets of ESEC’s Zevatech Circuit Board Assembly (CBA) Division.
Oerlikon-Bührle Holding AG (OBH) acquires strategic stake in Esec
Oerlikon-Bührle Holding AG (OBH), Zurich, is acquiring approximately 27% of Esec’s shares and 13% of the company’s voting rights. The deal includes a purchase option for the majority of Esec’s shares. If exercised, this would make OBH one of the world’s leading providers of system solutions for the semiconductor industry, which represents an important core business in the OBH technology group.
In line with its repositioning strategy introduced last year, OBH is building a high-technology group around the competencies of the Balzers and Leybold Group. The group aims to be a market leader in the information technology, wear protection and components sectors, with a commitment to develop its information technology position, particularly in semiconductors, data storage and displays. “Our stake, coupled with plans for a subsequent takeover, will give OBH considerably greater access to the high-growth, yet cyclical, semiconductor equipment market”, said Dr. Willy Kissling, President and CEO of Oerlikon-Bührle Holding AG.
OBH, through Balzers Process Systems (BPS), is active primarily as a provider of systems used in front-end semiconductor manufacturing processes. Esec, with its automated chip assembly machines (die bonder, wire bonder, flip-chip technology) and Factory Integration division, is one of the world’s leading manufacturers of equipment used by the semiconductor industry for back-end processes. Esec, with a workforce of approximately 850, will have sales of CHF 370–400 million with a net profit margin of 5.6% in fiscal 1999/2000. In an initial phase, OBH will acquire of the bearer shares previously held by Roch, representing 27% of Esec’s equity and 13% of its voting shares, while eliminating the call option previously held by Karl Nicklaus. In addition, OBH has obtained an option to acquire the voting shares currently held by Karl Nicklaus, representing some 26% of the equity capital and 63% of the votes. By exercising this option, which expires in mid-2001, OBH would become the majority shareholder in Esec. Upon exercising the option, OBH would bid for the publicly-held shares in line with statutory regulations. 08.05.2000
Unaxis / ESEC
ESEC to remain listed on the SWX Swiss Exchange - future bolstered by simplified capital structure under the umbrella of Unaxis Media release
Cham/Zurich, 8 May 2000
ESEC to remain listed on the SWX Swiss Exchange - future bolstered by simplified capital structure under the umbrella of Unaxis
Following exercise of the option by Unaxis, ESEC is to remain a publicly listed company as a means of maintaining its entrepreneurial dynamism and upholding the best interests of its shareholders. Simultaneously, ESEC will be given a modern capital structure. This is to take place via a split of the bearer shares into more easily tradable unified shares, resulting in a more well-balanced voting relationship between the public and the majority shareholder. As a result, ESEC will continue to be an attractive investment opportunity for investors.
Following the November 1999 acquisition by Oerlikon-Bührle Holding AG - to-day Unaxis Holding AG - of roughly 27 % of the share capital (ca. 13 % of the voting rights) of the semiconductor equipment company ESEC, it now intends to exercise the option agreed to at the time to purchase the 525,000 ESEC registered shares from ESEC founder Karl Nicklaus at a fixed price of CHF 246 million (representing a price per bearer share of CHF 2,350). The exercise price is valid until September 2000, and lies considerably below the current market value of ESEC shares. By taking this step, Unaxis is resolutely pursuing its strategic expansion in the area of high technology with particular emphasis on information technology. Unaxis views its engagement in ESEC as a long-term investment.
Unaxis intends to maintain without interruption the listing of ESEC shares as an independent entity on the SWX Swiss Exchange. This is intended as a means of preserving the entrepreneurial dynamic of ESEC in the best interests of its shareholders and employees as well as its customers and suppliers. Under the umbrella of Unaxis, ESEC will have an excellent foundation for its future growth.
To that purpose, Unaxis has proposed to the board of directors of ESEC that a motion for a temporary opt-out, in favor of Unaxis and related only to this transaction, be submitted for a shareholder vote at the upcoming annual general meeting to be held on June 29th of this year. Immediately following the exercise of the option, the opt-out is to be rescinded. This will ensure that, upon exceeding a 33 1/3 percent equity ownership threshold, any future acquirer would become subject to the statutory obligation to make a full public tender offer for the remaining shares. As a result of this procedure, a complicated buy-back of ESEC shares and subsequent re-listing on the exchange can be avoided.
In conjunction with the solution now being proposed, the ESEC board of directors will also move at the annual meeting for a shareholder vote on the introduction of a more modern share structur based on unified shares: by splitting each of its current CHF 50 par value bearer shares into five more easily tradable unified shares with a par value of CHF 10, ESEC’s stock will gain a higher degree of liquidity and therefore even greater attractiveness. As a result of this move, the voting rights proportion represented by publicly-held shares will increase from ca. 23% to ca. 48%. All unified shares will be listed on the SWX Swiss Exchange, thereby increasing the amount of listed shares.
At the annual general meeting, the motion for a temporary, transaction-specific opt-out and for the introduction of unified shares will be put to a separate vote among minority shareholders.
ESEC founder and chairman Karl Nicklaus, commenting on the proposed procedure, stated: "For me, the established goals have been achieved. I’m pleased to be able to pass on a healthy and successful company within the framework of this order of succession." Unaxis chairman Willy Kissling is also upbeat: "ESEC is a dynamic company with a strong position in the long-term, attractive growth market of the semiconductor industry. By taking this route, we are supporting the further entrepreneurial development of ESEC and preparing the ground for a strategic cooperation. Under the wing of Unaxis, ESEC will remain an attractive investment opportunity." . 12.09.2000
Extraordinary general assembly: Karl Nicklaus hands over ESEC chairmanship to Unaxis
At the extraordinary general assembly of ESEC Holding SA, held on Sep-tember 11, the 118 shareholders personally in attendance – who, together with the independent shareholder representative, the proxies of custodian institutions and the registered holders of shares, represented 669,352 of the total 829,073 outstanding equity voting rights – approved all motions proposed by ESEC’s board of directors.
In place of board chairman Karl Nicklaus and Mr. Peter Küpfer who are both stepping down, Dr. Willy Kissling, CEO of Unaxis Holding AG, Paul Otth, CFO of Unaxis Holding AG, Heinz Kundert, COO of Unaxis Holding AG, as well as Peter Baumgartner, General Manager of Philips Semiconductors and Dr. Jürgen Knorr, chairman of Medea, were elected to the board. Cleto de Pedrini, consultant, Heinrich Fischer, CEO of Saurer, and Dr. Felix Bagdasarjanz, CEO of ESEC, round out the new board of directors.
Following conclusion of the official portion of the meeting, new board chairman Willy Kissling bade an official farewell to ESEC founder Karl Nicklaus, paying tribute to his achievements as a pioneer in the semiconductor industry and the accomplishments he has scored on behalf of Switzerland as an industrial production site. Persbericht 16 augustus 2002
. Hans Wunderl new Chief Executive Officer of ESEC
Cham/Switzerland, August 16, 2002 - The Board of Directors of ESEC has announced the appointment of Hans Wunderl as Chief Executive Officer as of October 1, 2002. He will succeed Jürgen Knorr, who has been acting as the interim CEO since March 2002 and who will now focus on his tasks as Vice Chairman of the Board again.
Hans Wunderl (50) has extensive experience and a proven track record in the front and back-end sectors of the semiconductor industry. His career has included various senior management positions in international companies including IBM, Data General and ASMI. In his last position as General Manager of ASMI/USA, he was responsible for the development, production and global marketing of semiconductor equipment produced in the USA. He has a degree in electro-engineering from the Technical University of Eindhoven/NL.
As CEO, Hans Wunderl will complete the implementation of the defined strategy as planned. Special emphasis will be placed on the enforced market penetration with existing products, the introduction of new products and the improved alignment of the overall organization to the cyclical nature of the industry.
ESEC intensifies focus on core business
Cham/Switzerland, October 15 2002 – ESEC is intensifying measures introduced last year towards focusing the company’s efforts on its two core business segments, Die Attach and Wire Bonding. Additional means for increasing efficiency are being initiated and will result in a further global reduction of approximately sixty jobs.
|Overzicht Back End ESEC:|
|sales||kings||Back log||Book to bill||Opration inc||Netto inc||equities|
|Unaxis Semiconductors Front End is a leading global provider of thin film production systems for the semiconductor industry. Semiconductors Front End primarily targets the following market segments: · Advanced Silicon: all Si and SiGe applications, as well as Photomask technologies. · Advanced Packaging: all wafer-level packaging technologies Front End employs 640 people worldwide, mainly in North America, Europe, China, Singapore, Korea and Japan. Global support is provided through two technology centers - St. Petersburg (USA) and Trübbach (Switzerland), plus sales and service locations worldwide.|
|Overzicht Front End:UNAXIS|
|Front||net||boo-||Ebitda informa techno inclusief front end||Ebit informa techno inclusief front end|
Overzicht resultaten ASMI
|Front End||Netto Omzet||Result||Back End||Netto Omzet||Result||Res. Tot.|
|1H 99||66||(11,192)||1H 99||84||5,098||(6,1)|
|2H 99||116||(3,392)||2H 99||149||13,802||10,4|
|1H 00||157||6,056||1H 00||263||33,204||39,3|
|2H 00||223||12,544||2H 00||293||46,296||58,8|
|1H 01||211||13,43||1H 01||142||14,44||27,9|
|2H 01||125||(23,43)||2H 01||82||1,66||(21,8)|
|1H 02||122||(27,787)||1H 02||119||9,23||(18,6)|
|2H 02||145||(21,002)||2H 02||133||9,67||(11,3)|
|1H 03||146||(27,787)||1H 03||119||9,229||(18,6)|
|2H 03||2H 03|
1)De overname van ESEC door Unaxis was voor ingewijden geen verrassing aangezien Unaxis al een substatieel aandeel had in Esec.
2)De overname is ook ingegeven door de noodzakelijkheid van schaalvergroting in de industrie.3)Uit alle gegevens blijkt duidelijk dat Esec vergeleken met ASMPacifc ( dat alle jaren winst gegenereerd heeft) bij lange na niet kan tippen aan ASMPacific.
4)Een probleem is dat Unaxis geen uitgesplitste cijfers geeft van zowel de Front End als de Back End zodat die cijfers zijn opgenomen in het totaal van Unaxis Informatian Technology.
5)Doordat we wel de cijfers hebben van Esec kunnen we die vergelijken met de cijfers van ASMPacific. En de conclusie is duidelijk dat ASMP met straatlengte voorligt op ESEC. Let er op dat de cijfers van ASMP in euro’s zijn en de cijfers van ESEC in Zwitserse franken.
|ASMP Back End||Netto Omzet||Result||ESEC Omzet In Zw Fr||Result|
|6) Als we dan naar de doelstellingen van ESEC kijken voor 2006 dan kan maar een conclusie worden getrokken dat ESEC nooit ASMP zal kunnen evenaren.Doelstelingen Unaxis|
7) Bron persbericht Comments on annual results 2002 Unaxis“The Semiconductors Front End division suffered the largest market-related drop in revenues. Maar er worden geen expliciete cijfers gegeven”. Laten we ondanks het feit dat Unaxis de gegevens van de Front End wegstopt in de totaal cijfers van Unaxis Semiconductors proberen de Front End van ASMI en Unaxis te vergelijken
|ASMI Front End||Netto Omzet||Result||Unaxis Netto Omzet||Result zwfr Tot informa-tion technology||Idem in €|
8) Het is een hel of a job voor Unaxis om de concurrentie met ASMI aan te gaan gezien het feit dat Unaxis te maken heeft met veel hogere productiekosten dan ASMI.
9) ASMI heeft de beslissing genomen om een front end productie lijn op te zetten in Azië. Het lijkt erop dat ten aanzien van de resultaten in de Front End Unaxis ook ASMI op dat gebied niet zal kunnen inhalen
10) In deze vergelijking tussen Unaxis en ASMI heb ik niet gekeken naar technologische toepassingen. Maar gezien het feit dat Unaxis voor 2006 als doelstelling heeft ASMI voorbij te streven geeft toch duidelijk aan dat ook technologisch ASMI door de markt hoger wordt gewaardeerd.
11) Tenslotte kijkend naar zowel omzet als winstgevendheid verdiend ASMI echt de voorkeur boven Unaxis.