Onto Innovation Plans to Offer $1.1 Billion Convertible Senior Notes

Onto Innovation intends to offer, subject to market and other conditions, $1,100,000,000 aggregate principal amount of Convertible Senior Notes due 2031, to be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Onto Innovation also expects to grant to the initial purchasers of the Notes an option to purchase up to an additional $165,000,000 aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. Onto Innovation intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions, up to approximately $300,000,000 of the net proceeds to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates and the remaining net proceeds for general corporate purposes, which may include financing the previously announced acquisition of 27% of the issued and outstanding shares of the common stock of Rigaku Holdings Corporation. The Notes will be Onto Innovation's senior unsecured obligations and will mature on June 1, 2031, unless earlier converted, redeemed or repurchased.