Onto Innovation (NYSE: ONTO) plans $710M Rigaku stake and X-ray alliance
Rhea-AI Filing Summary
Onto Innovation Inc. agreed to acquire 61,123,436 shares of Rigaku Holdings Corporation, representing 27% of its common stock, for an aggregate purchase price of approximately $710 million under a Share Purchase Agreement with Atom Investments, L.P., an affiliate of The Carlyle Group.
The transaction is expected to close in the second half of 2026, subject to Hart-Scott-Rodino and other regulatory approvals, customary closing conditions and the absence of a Material Adverse Effect. Onto Innovation entered into a $500 million senior secured 364‑day bridge term loan commitment with Goldman Sachs Bank USA to help finance the deal and related costs.
Onto Innovation and Rigaku are deepening an existing collaboration that integrates Onto’s Ai Diffract analysis software with Rigaku’s CD‑SAXS X‑ray platforms, targeting a process control market that external analysts estimate to exceed $1 billion within five years. Onto will hold a minority stake, expects to account for the investment under the fair value option method, gain the right to nominate one Rigaku director and expects the investment to be accretive as of December 31, 2026.
Positive
- None.
Negative
- None.
Insights
Onto makes a large, strategic X‑ray stake backed by bridge debt.
Onto Innovation is committing approximately $710 million for a 27% minority stake in Rigaku, a specialist in X‑ray process control. This deepens an existing technical collaboration that links Onto’s Ai Diffract software with Rigaku’s CD‑SAXS platforms, aimed at advanced logic and memory applications.
Financing includes a senior secured 364‑day bridge facility of up to $500 million from Goldman Sachs Bank USA, alongside other funding sources. Short‑tenor bridge financing typically needs timely refinancing or repayment, so execution around permanent funding and subsequent debt paydown will be important for balance sheet management.
The agreement includes customary regulatory conditions, a “Material Adverse Effect” closing condition and a termination fee of 2% of the Purchase Price payable by Onto Innovation in certain scenarios. The company expects the fair value–accounted minority investment to be accretive as of December 31, 2026, but actual results will depend on closing in the second half of 2026 and realizing anticipated strategic and financial benefits.
8-K Event Classification
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Material Adverse Effect regulatory
Bridge Facility financial
fair value option method financial
optical critical dimension (OCD) metrology technical
critical dimension small-angle X-ray scattering (CD-SAXS) technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On April 21, 2026 (Tokyo time), Onto Innovation Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”), with Atom Investments, L.P. (the “Seller”), an affiliate of The Carlyle Group, pursuant to which the Company agreed to acquire 61,123,436 shares (27% of the issued and outstanding shares) of the common stock of Rigaku Holdings Corporation (“Rigaku”), from the Seller for an aggregate purchase price of approximately $710 million (the “Purchase Price”).
The Transaction (as defined below) is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including (i) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other customary regulatory approvals, (ii) the absence of any law or order issued by any governmental authority preventing or making illegal consummation of the transaction and (iii) the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. The Company’s obligation to consummate the transaction is also conditioned on the absence of the occurrence of a Material Adverse Effect (as defined in the Purchase Agreement). The transaction contemplated by the Purchase Agreement is referred to herein as the “Transaction.”
The Purchase Agreement contains certain customary termination rights in favor of the Seller and the Company, including by either party (i) if the Transaction is not consummated on or before the date that is the six (6) month anniversary of the date of the signing of the Purchase Agreement (subject to an automatic six (6) month extension in certain circumstances), (ii) upon entry by a governmental authority of a final order restraining or permanently enjoining the Transaction or (iii) if the other party breaches the Purchase Agreement and such breach would cause the failure of any condition to closing (subject to a cure period). If the Company terminates the Purchase Agreement in certain circumstances, it is required to pay a termination fee to the Seller equal to 2% of the Purchase Price.
The foregoing description of the Purchase Agreement is qualified entirely by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Seller, Rigaku or any of the other parties to the Purchase Agreement or any related documents. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk among the parties rather than establishing matters as facts and were made only as of the date of the Purchase Agreement (or such other date or dates as may be specified in the Purchase Agreement). Accordingly, the representations and warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the Company, the Seller, Rigaku or any of the other parties to the Purchase Agreement.
| Item 7.01. | Regulation FD Disclosure |
On April 20, 2026, the Company issued a press release announcing entry into a capital and business alliance with Rigaku and the proposed acquisition of Rigaku shares pursuant to the Purchase Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this report by reference. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall be deemed furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events |
In connection with entering into the Purchase Agreement, the Company entered into a commitment letter (the “Bridge Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment Party”), which provides for a senior secured 364-day bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $500 million, subject to the terms and conditions set forth therein. The Bridge Facility is intended to be available to the Company to finance, together with other sources of funds, the Transaction and related fees and expenses on or prior to the closing of the Transaction pursuant to the Purchase Agreement. The Bridge Facility is subject to customary conditions precedent to funding, including the consummation of the Transaction materially in accordance with the terms of the Purchase Agreement and other customary funding conditions for facilities of this type. The Bridge Facility contains customary representations, warranties, covenants and indemnification provisions.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Index
| Exhibit Number |
Description | |
| 2.1* | Share Purchase Agreement, dated as of April 21, 2026, by and between Onto Innovation Inc. and Atom Investments, L.P.* | |
| 99.1 | Press Release, dated April 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to the pace of adoption of AI and the consequences of such adoption, the Company’s belief regarding expanding needs for process control technologies, the Company’s beliefs about market opportunities for X-ray, as well as other matters that are not purely historical data. The Company wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond the Company’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending and any potential impact as a result of the novel coronavirus situation; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; the Company’s ability to realize the anticipated benefits of the proposed investment in and strategic partnership with Rigaku; the Company’s ability to complete the proposed transaction on the timing expected or at all; the ability to obtain required regulatory approvals for the proposed transaction on the timing expected or at all; the availability of debt financing for the transaction; the Company’s timing and ability to repay its debt; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by the Company are available in the Company’s Form 10-K for the year ended January 3, 2026, and subsequent filings with the Securities and Exchange Commission. As the forward-looking statements are based on the Company’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. The Company does not assume any obligation to update the forward-looking information contained in this Current Report on Form 8-K, except as required by law. Neither future distribution of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K should be deemed to constitute an update or re-affirmation of these statements as of any future date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Onto Innovation Inc. | ||||||
| Date: April 20, 2026 | By: | /s/ Brian K. Roberts | ||||
| Brian K. Roberts | ||||||
| Chief Financial Officer and Principal Accounting Officer | ||||||
Exhibit 99.1
Onto Innovation Announces Strategic Partnership With
Leading X-Ray Provider Rigaku To Advance Next-Generation
Process Control Solutions
Systems delivered for advanced V-NAND and DRAM metrology, with expanding
engagement across top-tier logic and memory customers
Wilmington, Mass., April 20, 2026 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation” or the “Company”) today announced a strategic collaboration with X-ray technology leader Rigaku Holdings Corporation to advance next-generation process control solutions for semiconductor manufacturing. Rigaku, a leading manufacturer of X-ray related technologies, is engaged with customers across a wide range of markets, including a growing presence in process control for semiconductor fabrication.
The evolving complexity of advanced logic and memory design, as well as the advanced packaging architectures used for tighter integration is creating an increase in reliance on novel and exotic materials. While this drives greater demand for process control solutions such as optical critical dimension (OCD) metrology it’s also creating emerging opportunities for the capabilities inherent in X-ray technology.
Onto Innovation is actively collaborating with Rigaku to develop X-ray solutions, integrating Onto Innovation’s leading Ai Diffract™ analysis software with Rigaku’s critical dimension small-angle X-ray scattering (CD-SAXS) platforms. This new offering has already been selected by two key customers, addresses a market that external analysts estimate to be in excess of $1 billion within the next five years, and creates incremental opportunities for Onto Innovation’s Ai Diffract and OCD solutions to complement the X-ray technology.1
“Demand for Onto Innovation’s Atlas® OCD technology continues to increase as the adoption of optical metrology moves into the 1nm process technology node. Working closely with our customers, we see additional value in the insights X-ray technology can provide,” said Mike Plisinski, chief executive officer of Onto Innovation. “Onto Innovation and Rigaku are currently demonstrating compelling results to customers, giving them the ability to aggregate and correlate data across platforms—pairing the speed and location information of OCD with the precision of X-ray, particularly for deeper structures.”
“Rigaku has developed a broad set of powerful X-ray solutions and components over its 75-year history. Our systems are used in a variety of applications in industrial and scientific applications including a growing opportunity in semiconductors,” says Jun Kawakami, chief executive officer of Rigaku. “Our collaboration with Onto Innovation has been positive, benefiting customers by combining the strengths of both Rigaku and Onto Innovation in service to the customer.”
| 1 | Source: TechInsights |
Deepening the ongoing collaboration, Onto Innovation has entered into a definitive share purchase agreement with Atom Investment, L.P., an affiliate of The Carlyle Group, to acquire 27% of the outstanding common stock of Rigaku for approximately $710 million. In connection with the transaction, Onto Innovation will receive the right to nominate one director to Rigaku’s board. The Company expects to account for the minority investment under the fair value option method and will not consolidate financial results. The Company expects that the investment will be accretive as of December 31, 2026.
Mr. Plisinski added, “Building on the companies’ successful collaboration and significant technical milestones already achieved, our investment in Rigaku is intended to deepen strategic alignment, accelerate joint intellectual property development, and support a coordinated go-to-market strategy addressing next-generation opportunities in advanced logic and memory applications.”
The transaction is expected to close in the second half of 2026 and is subject to customary closing conditions, including receipt of customary regulatory approvals.
Greenhill, a Mizuho affiliate, is serving as financial advisor, Goldman Sachs is also advising and providing committed financing, subject to customary conditions, and Simpson Thacher & Bartlett LLP and Nishimura & Asahi are acting as legal advisors to Onto Innovation in connection with the transaction. The Carlyle Group is advised by Morgan Stanley, as financial advisor, and Nagashima Ohno & Tsunematsu and Latham & Watkins, as legal advisors. Rigaku’s legal advisor is Mori Hamada & Matsumoto.
About Onto Innovation Inc.
Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that includes un-patterned wafer quality, 3D metrology spanning chip features from nanometer scale transistors to large die interconnects, macro defect inspection of wafers and packages, metal interconnect composition, factory analytics, and lithography for advanced semiconductor packaging.
Our breadth of offerings across the entire semiconductor value chain helps our customers solve their most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient.
Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization.
Additional information can be found at www.ontoinnovation.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements relating to the pace of adoption of AI and the consequences of such adoption, Onto Innovation’s belief regarding expanding needs for process control technologies, Onto Innovation’s beliefs about the market size and opportunities for X-ray, as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending and any potential impact as a result of the novel coronavirus situation; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; the Company’s ability to realize the anticipated benefits of the proposed investment in and strategic partnership with Rigaku; the Company’s ability to complete the proposed transaction on the timing expected or at all; the ability to obtain required regulatory approvals for the proposed transaction on the timing expected or at all; the availability of debt financing for the transaction; the Company’s timing and ability to repay its debt; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 3, 2026, and subsequent filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.
###
Source: Onto Innovation Inc.
ONTO-ICP
Contacts:
Investor Relations:
Sidney Ho, +1 408.376.9163
sidney.ho@ontoinnovation.com
Press:
Amy Shay, +1 952.259.1794
amy.shay@ontoinnovation.com