Latham Advises Nova in Upsized US$650 Million Rule 144A Convertible Notes Offering

Nova Ltd., a leading innovator and a key provider of advanced metrology and process control solutions used in semiconductor manufacturing, has priced US$650 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The offering was upsized from the previously announced US$500 million aggregate principal amount of the Notes. In connection with the Offering, Nova has granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional US$100 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on September 5, 2025, subject to customary closing conditions. Nova has also entered into capped call transactions with the initial purchasers of the Notes and/or their affiliates and other financial institutions, in order to hedge the equity price risk in connection with the issuance of the Notes.

Latham & Watkins advised Nova in the offering and related capped call transactions with a capital markets team led by London partner Josh Kiernan, New York partner Benjamin Cohen, Tel Aviv partner Gilad Zohari, New York partner Reza Mojtabaee-Zamaniand, and New York counsel Polina Tulupova, with associates Zoey Wu, Thi Huyen My (Amy) Dau, Adam Picker, Haiying (Henry) Lin, William (Sam) Berry, and Enshuo (Adam) Zhang. Advice was provided on tax matters by New York partner Elena Romanova, with associate Fangyuan (Farrah) Yan.