Technoprobe — Regulatory Filings 2023

Nov 8, 2023

Technoprobe & Teradyne

November 8, 2023

The combined transaction

Teradyne Inc. and Technoprobe S.p.A. agreed to establish a strategic partnership on joint development projects to accelerate growth for both companies through roadmap sharing, joint development of technology, and co-marketing activities.

While working on joint development projects, Technoprobe and Teradyne will continue to operate independently in their respective market segments

INNOVATION BEGINS WITH US

Transaction highlights

Asset

-

• Closing: expected in the first half of 2024 • Purchase price: USD 85 million in cash • Subject to US and other Foreign Direct Investment approvals, Taiwan merger control review and other customary closing conditions

Share

• Closing: expected in the first half of 2024
• Share capital increase representing, post money, a stake equal to 8% of the share capital of Technoprobe to be reserved for subscription to Teradyne
• Simultaneously, T-Plus S.p.A. will sell to Teradyne existing shares representing, post money, a stake equal to 2% of the share capital of Technoprobe • Share price equal to Euro 7.362 based on the volume weighted average trading price during the 3 months prior to the agreement, for a total consideration of approx. Euro 384,7 million • Subject to Italian Foreign Direct Investment and HSR U.S. merger control (HSR) approvals, the fulfilment of DIS acquisition's conditions precedent, and other customary closing conditions

CHIP MANUFACTURING PROCESS

DIS overview (2/2) Asset

• Excellence in design of Test Interfaces - more than 400 employees, operating all over the world
• Major design teams concentrated in the United States, China and Taiwan. - Recorded revenue of USD 54 million, with a
  • Gross Margin of 15% in the first half of 2023

Rationale of the acquisition Asset

Asset

Probe & Final Test Interface Business Mission

Improve Performance

Best electrical & mechanical performance possible limited by only physics

Improve Quality

Defect free to demanding Automated Testing Equipment standards

On-time Delivery

Fulfill delivery commitments conforming to agreed specifications

Leadtime

Ready to use at time of new product introduction bring-up and high volume manufacturing production ramp

Expected Synergies (1/2) Asset

competencies

Asset Expected Synergies (2/2)

• TAM expansion into the \$1.1B* final test and
• probe card interface market • Teradyne DIS and Harbor combined are the #1 supplier to the two served test interface segments Served market segments
  • The synergy of core competencies in design and manufacturing create opportunities to gain market share *Source: Market data provided by Yole Group (2022- USDm)

Acquisition of a 10% stake by Teradyne (1/2) Share

Open the share capital to an industrial player acting as a strategic partner to jointly develop new advanced testing solutions enlarge product offering and cross selling opportunities

accelerate the development of advanced semiconductor interface technologies

unlock new capabilities to increase the performance and lower test costs for semiconductor makers

Acquisition of a 10% stake by Teradyne (2/2) Share

Shareholder base BEFORE the transaction Shareholder base AFTER the transaction TPLUS 67.9% Crippa's Family 7.1% Free Float 25.0% TPLUS 60.5% TERADYNE 10.0% Free Float 23.0% Crippa's Family 6.5% Total share capital (n.): 601.000.000 Total share capital (n.): 653.260.870 *14.3% *8.1% *77.6% *6.0% *13.8% *7.8% *72.4%

Transaction main highlights

Acquire new competences to better serve the needs of our clients

Consolidate the full vertical integration of our business model also leveraging on Harbor Electronics competencies Accelerate the process to enter the final test and probe card interface markets

Open the share capital to an industrial partner to leverage combined skills to fuel the future growth

Q&A

Appendix

Glossary

Device Interface Board (DIB): a Board used in the Final Testing of packaged devices. A DIB is typically composed of a large, high layer count PCB and assembled with thousands of components.

Probe Interface Board (PIB): a Board used as interface between tester and Probe Card Interface Board. These products are used only on certain tester configurations.

Test Interface Board (TIB): a general term used to refer to a Device Interface Board or Probe Card Interface Board Probe Card Interface Board (PCB): a term used to identify the sub-assembly of a Probe Card PCB and substrate (when needed) before Probe Head mounting

FINAL TESTING
Final Test Components
DIB: Device Interface Board 1

*If requested

INNOVATION BEGINS WITH US ¹⁶