Davis Polk is advising FormFactor, Inc. on its $116.8 million acquisition of Astria Semiconductor Holdings, Inc., the parent company of Micro-Probe Incorporated. Under the terms of the merger agreement, FormFactor will acquire Astria for approximately $100 million in cash and $16.8 million in stock.

Davis Polk is also advising FormFactor with regard to its request for a qualification permit and a fairness hearing from the California Department of Corporations in order to rely on the exemption from registration afforded by Section 3(a)(10) of the Securities Act of 1933 for the issuance of the stock consideration.

FormFactor is a leading supplier of advanced wafer probe cards, which are used by semiconductor manufacturers to electrically test integrated circuits. MicroProbe is a leading provider of advanced system-on-a-chip wafer test solutions.

The Davis Polk corporate team includes partners William M. Kelly and Antony Dapiran and associates Aaron Zhou, Jeffrey C. Lau and Emily Roberts. Counsel Cynthia Akard is providing employment advice. Partner Rachel D. Kleinberg and associate Yuliya Epifantseva are providing tax advice. Partner Arthur J. Burke and counsel Stephen M. Pepper are providing antitrust advice. Members of the Davis Polk team are based in the Menlo Park, New York, Hong Kong and Beijing offices.

www.davispolk.com