We advised UCT on the acquisition

Davis Polk advised Ultra Clean Holdings, Inc. (UCT) on its acquisition of HIS Innovations Group. UCT paid $50 million in upfront cash consideration for HIS, subject to customary post-closing adjustments. UCT would be required to pay up to an additional $50 million in cash earn-out consideration based on HIS’ achievement of adjusted EBITDA for the 2023 fiscal year. UCT may also be required to pay up to an amount equal to any unpaid portion of the 2023 earn-out consideration plus an additional $20 million, based on HIS’ achievement of certain financial performance metrics in 2024 and 2025.

UCT is a leading developer and supplier of critical subsystems, components, parts and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry.

HIS is a market leading, ISO 9001:2015 certified semiconductor sub-system supplier and equipment integrator. HIS designs and manufactures custom and off-the-shelf components, process solutions and fully integrated systems used throughout the semiconductor ecosystem, from Tier 1 OEMs to semiconductor manufacturing and advanced packaging facilities. 

The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jason Bassetti and associates Julia Molo and Dove Barbanel. Partner Patrick E. Sigmon and associate Dov Sussman provided tax advice. Counsel Jonathan B. Brown provided finance advice. Partner David R. Bauer provided intellectual property advice. Partner Adam Kaminsky and associate Ryan Kashtan provided executive compensation advice. Members of the Davis Polk team are based in the Northern California, New York and Washington DC offices.

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