In a high-stakes corporate maneuver under the Department of Justice’s watchful eye, Onto Innovation Inc. has trimmed its planned acquisition of Semilab International’s materials analysis business after the DOJ issued a “second request” for more information to review the merger. The move effectively reduces the purchase price to $495 million and carves out one of Semilab’s product lines from the deal.
The Massachusetts-based semiconductor equipment maker revealed in a Thursday SEC filing that the DOJ’s deeper inquiry triggered an extended waiting period under the Hart-Scott-Rodino (HSR) Act, which prohibits closing a deal until 30 days after the companies comply with federal information requests.
Instead of waiting, Onto Innovation and Hungary-based Semilab chose to amend the purchase agreement, refile the notice, and restart the 30-day countdown — a tactical move meant to keep the transaction on track amid rising antitrust scrutiny in the tech sector.
Reworked Deal Narrows Focus, Cuts $50 Million
Originally unveiled in June, Onto’s deal was valued at $545 million, including $475 million in cash and 706,215 shares of stock, to acquire Semilab’s U.S.-based materials analysis business. The portfolio encompassed four product lines designed to provide inline wafer contamination monitoring and materials interface characterization — critical tools for advanced chip manufacturing.
Under the revised terms, Onto dropped Semilab’s Fourier-Transform infrared spectroscopy reflectometry systems line — a business that generates about $13 million annually — to ease regulatory approval. The remaining divisions are projected to bring in around $120 million in annual revenue.
The new price tag now includes $432.3 million in cash and 641,771 shares of common stock, reflecting roughly a $50 million reduction from the original offer. Onto said it still expects the deal to close in 2025.
