UCT Announces Launch of Public Offering of Common Stock

HAYWARD, Calif., April 5, 2021 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services primarily for the semiconductor industry, today announced that it has commenced an underwritten public offering of $175.0 million of its common stock. All of the shares of common stock to be sold in the offering will be offered by the Company. In addition, the Company expects to grant the underwriters a 30-day option to purchase additional shares of Ultra Clean's common stock at the public offering price, less the underwriting discount. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital, sales and marketing activities, product development, general and administrative matters, and capital expenditures. The Company may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies, although it has no agreements, commitments, or plans for any specific acquisitions at this time.

Needham & Company is acting as sole book-running manager for the offering. D.A. Davidson & Co. and Craig-Hallum are acting as co-managers.

The shares described above are being offered by Ultra Clean pursuant to an automatic shelf registration statement on Form S-3, including a base prospectus, that was previously filed by the Company with the Securities and Exchange Commission (the "SEC") on April 5, 2021 and became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from Needham & Company, LLC, Attention: Syndicate Prospectus Department, 250 Park Avenue, 10th Floor, New York, New York 10177, or by telephone at (800)-903-3268, or by email at prospectus@needhamco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and component manufacturing, and tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California.

Forward-Looking Statements

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projects," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "predicts," and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations with respect to the completion, timing, size and use of proceeds of the proposed public offering. All forward-looking statements address matters that involve risks and uncertainties including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering, the cash requirements of our business and the fact that our management will have broad discretion in the use of the proceeds from the offering. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ultra Clean's business in general, please refer to Ultra Clean's preliminary prospectus supplement and accompanying prospectus relating to the offering to be filed with the SEC, including the documents incorporated by reference therein, which includes our Annual Report on Form 10-K filed with the SEC on February 23, 2021 and subsequent periodic reports filed with the SEC. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason, except as required by law.

Contact:

Rhonda Bennetto
Vice President Investor Relations
rbennetto@uct.com

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SOURCE Ultra Clean Holdings, Inc.