Davis Polk is advising Ultra Clean Holdings, Inc. on its acquisition of American Integration Technologies, LLC for approximately $99 million, consisting of $74 million in cash and 4.5 million shares of Ultra Clean common stock. The transaction, which is expected to close at the end of the second quarter of 2012, is subject to customary regulatory approvals and closing conditions, including receipt by Ultra Clean of the proceeds from debt financing for the transaction and expiration or termination of the waiting period under the Hart Scott Rodino Act.

Headquartered in Hayward, California, Ultra Clean is a developer and supplier of critical subsystems for the semiconductor capital equipment, medical device, energy, research and flat panel industries. AIT Holding Company, LLC is a supplier of critical subsystems to the semiconductor, medical, alternative energy, industrial and aerospace industries.

The Davis Polk corporate team includes partner Alan F. Denenberg and associates Jason Bassetti and Danielle Moore Burton. The tax team includes partner Rachel D. Kleinberg and associate Una Au. Counsel Cynthia Akard is providing benefits advice. Counsel Stephen M. Pepper is providing antitrust advice. Associate Kevin J. Klesh is providing environmental advice. Associates Emma Maconick and Daniel Ray are providing intellectual property advice. Members of the Davis Polk team are based in the Menlo Park and New York offices.



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