Ultra Clean Holdings (UCTT) Acquires Dynamic Manufacturing Solutions

Ultra Clean Holdings, Inc.("UCT") (Nasdaq: UCTT), today announced that it has purchased substantially all of the assets of Dynamic Manufacturing Solutions, LLC ("DMS"), a semiconductor weldment and solutions provider.

Based in Austin, Texas, adjacent to UCT's existing weldment facility, DMS offers a complete range of weldment solutions, from build to print outsourcing, to turnkey design and product realization. DMS provides world class contract manufacturing in welding solutions, UHP weld assemblies, gas and chemical delivery solutions, process and facility modules, engineering services, and electrical and mechanical design and assembly solutions primarily to the semiconductor industry.

"The acquisition of DMS further enhances UCT's strong position in the gas delivery market," said Jim Scholhamer, CEO. "DMS has a history of providing top quality fabrication of ultra-high purity weldments, which is highly complementary to UCT's existing offerings and operations. This transaction should allow us to leverage economies of scale, strengthen our manufacturing capabilities and enhance our competitive position. We expect the acquisition to improve UCT's profitability and be accretive to earnings."

"The combination of DMS and UCT will result in an even stronger presence in the weldment segment of the WFE industry and significantly strengthens our ability to provide high-value solutions for our customers," said Robb Misso, Co-Founder & CEO of DMS. "In my new position as Vice President, Global Weldments for UCT, I am excited at the prospect of capitalizing on the many opportunities to grow our combined weldment business on a global scale."

Under the terms of the asset purchase Agreement, UCT paid $30.0 million in cash for DMS, subject to certain post-closing adjustments as provided in the acquisition Agreement. UCT may pay up to $12.5 million in additional cash earn-out payments to the former owners of DMS if the combined weldment business achieves certain gross profit and gross margin targets for the twelve months ending June 26, 2020. In 2018, DMS generated revenue of $48.4 million, net income of $2.1 million and Adjusted EBITDA of $5.6 million. This equates to a price multiple of 5.4X 2018 DMS Adjusted EBITDA, not including the potential earn-out.

Needham & Company, LLC served as financial advisor to UCT in the acquisition and Davis Polk & Wardwell LLP served as legal advisor to UCT.

Guidance

We expect this acquisition to generate over $5 million in Adjusted EBITDA in 2019 despite declines in revenue reflective of overall industry demand. This transaction is expected to be immediately accretive to UCT's net income and should add up to $0.02 to UCT's GAAP EPS and $0.05 to $0.07 to UCT's non-GAAP EPS in 2019. UCT expects to incur one-time transaction costs of approximately $1 million.

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