KLA-Tencor to acquire Belgium's ICOS Vision Systems

FEBRUARY 26, 2008--KLA-Tencor (San Jose, CA, USA) and ICOS Vision Systems (Leuven, Belgium) have announced an agreement under which KLA-Tencor will make a friendly tender offer to acquire ICOS in a cash transaction valued at €36.50 per share. KLA-Tencor is a supplier of inspection and metrology systems to the global semiconductor industry; ICOS is a supplier of packaging and interconnect inspection solutions for the semiconductor industry and has a market leadership position in the inspection of photovoltaic solar technologies and LED lighting products.

The transaction is expected to close in the second calendar quarter of 2008 and is subject to several closing conditions. The board of directors of ICOS has confirmed that it will issue a favorable opinion on the bid (subject to the filing by KLA-Tencor with the Belgian "Commissie voor het Bank-, Financie- en Assurantiewezen/Commission bancaire, financière et des assurances" of a final prospectus compliant with all applicable requirements) and that any board members holding ICOS shares will tender their shares in the offer.

In addition, as part of the bid, KLA-Tencor will offer to purchase at the bid price, under certain circumstances, the ICOS shares underlying all outstanding 2002 employee stock options and 2007 employee warrants. KLA-Tencor expects for the transaction to be accretive to earnings per share in the first year. Additional information about KLA-Tencor is available at www.kla-tencor.com.

ICOS's primary business is the design and manufacture of inspection equipment for semiconductor packaging and interconnect applications. ICOS's systems also perform inspection of solar wafers and solar cells at different stages of production enabling solar manufacturers to effectively monitor the production process. The inspection modules allow fast, efficient and reliable optical classification of solar cells at the different stages of the production flow. Additional information on the company is available at www.icos.be.

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