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Onto Innovation Inc. (NYSE:ONTO) announced Thursday an amendment to its agreement to acquire Semilab USA LLC, reducing the purchase price and excluding a portion of the target’s business from the transaction. The update was disclosed in a press release statement included in a U.S. Securities and Exchange Commission filing.
Under the revised terms, Onto Innovation will pay $432.3 million in cash, subject to customary adjustments, and issue 641,771 shares of its common stock to Semilab International Zrt., the seller. The new purchase price reflects a reduction of approximately $50 million from the previously agreed amount, bringing the total to about $495 million based on Onto Innovation’s closing stock price on June 27, 2025.
The amendment excludes the Fourier-Transform infrared spectroscopy reflectometry systems business (EIR Business) from the acquisition. The EIR Business, which will remain with the seller, represents about $13 million, or 10%, of Semilab USA’s estimated 2025 revenue.
Both parties received a request for additional information from the U.S. Department of Justice in September regarding antitrust review of the transaction. In response, Onto Innovation and Semilab International intend to withdraw their existing filings under the Hart-Scott-Rodino Act and submit new notifications reflecting the amended agreement. The transaction remains subject to regulatory clearance, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
Onto Innovation stated that the business to be acquired, excluding the EIR Business, is expected to generate approximately $120 million in annual revenue. The company also affirmed its previously issued third quarter guidance.
The transaction is expected to close in 2025, pending regulatory approvals and other customary closing conditions.
All information is based on a press release statement included in Onto Innovation’s filing with the U.S. Securities and Exchange Commission.
In other recent news, Onto Innovation Inc. reported its financial results for the second quarter of 2025, revealing a slight miss on earnings per share (EPS) but a revenue beat. The company posted an EPS of $1.25, slightly below the forecast of $1.27, resulting in a negative surprise of 1.57%. However, revenue exceeded expectations, reaching $253.6 million against a forecast of $250.49 million, marking a 1.24% surprise. Jefferies upgraded Onto Innovation’s stock rating from Hold to Buy, raising its price target to $170.00. This upgrade follows Jefferies’ renewed confidence in the company’s ability to regain lost CoWoS market share. Meanwhile, Evercore ISI lowered its price target on the stock to $115.00 from $130.00, maintaining an Outperform rating. The reduction in price target was attributed to Onto Innovation’s June quarter EPS coming in 2% below consensus estimates due to a higher share count. These developments reflect a mix of optimism and caution among analysts regarding Onto Innovation’s financial performance and market position.
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