Onto Innovation Inc. has entered into a definitive agreement to acquire 61,123,436 shares of Rigaku Holdings Corporation, representing 27 % of Rigaku’s outstanding shares. The transaction, valued at approximately $710 million, is part of a broader strategic partnership that will combine Rigaku’s X‑ray analytical technologies with Onto’s optical metrology and advanced analytics software.
The agreement includes a $500 million senior secured 364‑day bridge term loan from Goldman Sachs Bank USA to finance the deal, and it preserves Rigaku’s management independence while establishing a long‑term alliance. The investment is expected to be accretive to Onto’s earnings as of December 31 2026, with closing anticipated in the second half of 2026 pending regulatory approvals and customary closing conditions.
Strategically, the partnership aims to accelerate the development of hybrid metrology solutions for increasingly complex semiconductor devices, particularly in the AI and advanced packaging markets. By integrating X‑ray and optical measurement capabilities, the combined entity can offer deeper insight into 3D and 2.5D chiplet architectures, a market projected to exceed $1 billion in value over the next five years.
"The pace of change in semiconductor production is accelerating as the industry combines more complex and exotic materials with new 3D transistor structures, and advanced packaging to implement 3D and 2.5D chiplet architectures," said Michael P. Plisinski, CEO of Onto Innovation. "Working closely with our customers, we see additional value in the insights X‑ray technology can provide. Onto Innovation and Rigaku are currently demonstrating compelling results to customers, giving them the ability to aggregate and correlate data across platforms." "We believe this value proposition is resonating with customers, as we have observed a meaningful increase in demand for our Dragonfly platforms, which are now expected to grow more than 50% in 2026 compared with 2025," added Plisinski. Jun Kawakami, President and CEO of Rigaku Holdings, noted, "As semiconductor devices become more complex, particularly with the increasing importance of three-dimensional structures, Rigaku has been seeking to enhance its analytical capabilities by incorporating advanced model‑based and AI‑driven algorithms in optical metrology. Onto Innovation not only brings strong expertise in optical technologies and software, but also capabilities in physical modeling for X‑ray analysis, making it an ideal partner for us."
Onto Innovation’s Q4 2025 results—record revenue of $267 million and a full‑year revenue of $1.005 billion—demonstrate a 1.1 % year‑over‑year increase and a gross margin of 46.4 %. The new partnership builds on this momentum, positioning Onto to capture growing demand for AI‑enabled inspection and advanced packaging solutions while leveraging Rigaku’s X‑ray expertise to enhance its product portfolio and market reach.
The transaction underscores Onto’s commitment to expanding its hybrid metrology capabilities and solidifies its strategic positioning in the high‑growth AI and advanced packaging segments. With regulatory approvals expected and a bridge loan in place, the deal is poised to deliver accretive earnings and broaden Onto’s technological footprint in the semiconductor equipment market.
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