Acquisitions

Acquisition of BTU International, Inc.

On January 30, 2015, we completed our acquisition of BTU (the “Merger”). In connection with the Merger, each share of BTU common stock outstanding immediately prior to the effective time of the Merger, including BTU restricted stock units that vested immediately prior to the effective time of the Merger, was converted to 0.3291 shares of common stock of Amtech. We issued 3,185,852 shares our common stock on the Merger date. Pursuant to the terms of the Merger Agreement, options to purchase BTU common stock held by BTU employees were assumed by us and converted into options to purchase shares of our common stock on substantially the same terms and conditions as were applicable to such BTU stock options, with appropriate adjustments based upon the exchange ratio of 0.3291 to the exercise price and the number of shares of our common stock subject to such stock option. As a result of the Merger, we own 100% of the outstanding stock of BTU.

The following unaudited pro forma data has been prepared as if the acquisition of BTU occurred on October 1, 2013 and includes adjustments for depreciation expense, amortization of intangibles, and the effect of other purchase accounting adjustments. In addition, the unaudited pro forma consolidated results do not purport to project the future results of operations of the combined company nor do they reflect the expected realization of any cost savings associated with the acquisition.



	Years Ended (unaudited)
	September 30, 2015			September 30, 2014
	(dollars in thousands, except per share data)
Revenue, net	$	121,186		$	111,531
Net loss	$	(9,223	)	$	(15,586	)
Earnings per share available to Amtech stockholders:
Basic	$	(0.70	)	$	(1.21	)
Diluted	$	(0.70	)	$	(1.21	)

The Merger was an all-stock transaction. The following table summarizes the consideration transferred:



(In thousands, except per share amounts)
BTU common shares and restricted stock units exchanged	9,681
Exchange ratio	0.3291
Amtech common stock issued for consideration	3,186
Amtech common stock per share price on January 30, 2015	$	8.20
Consideration for BTU common shares and restricted stock units	$	26,125
Vested BTU stock options exchanged for Amtech stock options	$	500
Total fair value of consideration transferred	$	26,625

The following table summarizes the allocation of the consideration for the assets acquired and liabilities assumed on January 30, 2015, including the effects of measurement period adjustments recorded in fiscal 2016:



(In thousands)	Initial Estimate		Adjustments			Final Allocation
Fair value of net tangible assets acquired	$	19,232	$	(600	)	$	18,632
Goodwill	4,463		600			5,063
Identifiable intangible assets	2,930		—			2,930
Total consideration allocated	$	26,625	$	—		$	26,625

Refer to Note 1 “Summary of Significant Accounting Policies,” Note 5 “Intangible Assets,” and Note 6 “Goodwill” for additional information on Goodwill and Intangible Assets.

Transaction-related expenses of $4.0 million and $1.3 million for fiscal 2015 and 2014, respectively, are included in the Selling, General and Administrative line in the Consolidated Statements of Operations. We recorded a net charge of $0.6 million for the year ended September 30, 2015, which is reported in restructuring and other charges in the Consolidated Statement of Operations, for employee related costs, including costs for severance related to the BTU acquisition.

Acquisition of SoLayTec B.V.

On December 24, 2014, we expanded our participation in the solar market by acquiring a 51% controlling interest in SoLayTec, which provides ALD systems used in high efficiency solar cells, for a total purchase price consideration of $1.9 million. We consolidated the results of operations for SoLayTec beginning on December 24, 2014, the effective date of the acquisition, which were not material to our Consolidated Statement of Operations for fiscal 2015.