KLA-Tencor Corp., a maker of chip inspection and metrology systems for the semiconductor industry, announced today it will make a friendly tender offer to acquire Belgium-based ICOS Vision Systems Corp. NV for approximately $466 million in cash.

KLA-Tencor and ICOS said in a joint statement that the offer, which translates to about $54 per share, represents a 35 percent premium over the average closing price of ICOS stock over the previous 90 days. As part of the bid process, KLA-Tencor said it will also offer to buy at the bid price ICOS shares from all outstanding 2002 employee stock options and 2007 employee warrants. The ICOS board of directors said it will support the bid, with board members tendering their shares.

ICOS is based in Leuven, Belgium, and primarily manufactures inspection equipment for semiconductor packaging and interconnect applications. The company's systems also perform 2-D and 3-D inspections of solar wafers, solar cells and LED lighting products. ICOS has research and development centers in Belgium, Germany, and Hong Kong and production facilities in Belgium, Hong Kong and China. The company was founded in 1982 as a spinoff of the Katholieke Universiteit (Catholic University) Leuven Image Processing Laboratory.

"Our two companies serve adjacent markets and offer complementary technologies, making this a good fit for both parties, and we believe that ICOS' growth potential will be even greater as part of KLA-Tencor. This acquisition would give KLA-Tencor a significant presence in semiconductor packaging inspection, as well as in fast-growing markets like solar and LED lighting, setting the stage for ongoing growth outside KLA-Tencor's primary market in semiconductor fab operations," said Rick Wallace, CEO of KLA-Tencor.

The deal's closing conditions include a requirement that KLA-Tencor tender at least 85 percent of ICOS shares and ICOS refrain from distributing new dividends to shareholders prior to completion of the bid. The companies said they expect the transaction to close in the second quarter of 2008, and KLA-tencor said it expects it to be accretive to earnings per share in the first year.

For more information, visit: www.kla-tencor.com