Nova Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2030

Core Viewpoint - Nova intends to offer $500 million of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers, with an option for an additional $75 million [1][2] Group 1: Offering Details - The Notes will be senior, unsecured obligations of Nova, maturing on September 15, 2030, and will not bear regular interest [2] - The initial conversion price and other terms will be determined at the time of pricing [2] - The Notes will be convertible into cash, ordinary shares, or a combination thereof, with the form of consideration determined at Nova's election [2] Group 2: Redemption and Repurchase - Nova may redeem the Notes under certain conditions, including tax-related events and if the share price exceeds 130% of the conversion price for a specified period [3] - In the event of a 'fundamental change,' noteholders may require Nova to repurchase their Notes for cash at the principal amount plus any accrued interest [4] Group 3: Capped Call Transactions - Nova plans to enter into capped call transactions to cover the number of shares underlying the Notes, which will help reduce potential dilution upon conversion [5] - The Option Counterparties may engage in derivative transactions that could affect the market price of Nova's ordinary shares and the Notes [6][7] Group 4: Use of Proceeds - A portion of the net proceeds from the Offering will be used to pay for capped call transactions, with the remainder allocated for general corporate purposes, including potential mergers and acquisitions [8] Group 5: Company Overview - Nova is a leading provider of advanced metrology and process control solutions in semiconductor manufacturing, delivering high-performance solutions for effective process control [11] - The company is traded on Nasdaq under the ticker symbol NVMI [12]