Good morning, and thank you for joining us today. Stefano Beretta, our Group CFO, Steve Ledford, Vice President of Product Management, and I want to share more color on the combined transaction with Teradyne we announced. Let me start saying that we have been cooperating with Teradyne for a long time, and have become convinced that there is a strategic benefit from the integration between the Device Interface Solutions business unit and Technoprobe. Our strong product innovation capabilities can serve as a foundation to find common ground on mutually beneficial transaction. In addition, the acquisition of 10% stake in our share capital by Teradyne confirms commitment to cooperate for the continuing growth and success of our business relationship, opening the share capital to an industrial player acting as a strategic partner to jointly develop new advanced testing solutions. As a result of this commitment, we will also join forces in the strategic partnership, aimed to accelerate development of advanced interface technologies that unlock the full potential of semiconductor test systems. While working on joint development projects, both companies remain committed to an open ecosystem, so customers can choose the interface and tester supplier of their choice. But both companies will continue to operate independently in their respective market segments, while cooperating on some future products. More details of the transaction are reported in the next slides. The transaction is expected to be closed within the first half of 2024, and is subject to U.S. foreign direct investment and U.S. antitrust approvals, and other customary closing conditions. With reference to the acquisition of the DIS, at closing and under the terms of the agreement, Technoprobe will pay in cash a total amount of $85 million to Teradyne. With reference to the acquisition by Teradyne of 10% stake in Technoprobe, within 10 days following the signing, Technoprobe's Board of Directors will resolve a share capital increase, representing post-money, a stake equal to 8% of share capital of Technoprobe, to be reserved for subscription to Teradyne at a per share price equal to EUR 7.362, for a total amount of EUR 384.7 million. Simultaneously, T-Plus S.p.A. will sell to Teradyne a stake equal to 2% of the share capital of Technoprobe, at a share price equal to the subscription price of the above capital increase. At closing, under the terms of the related agreement, Teradyne will pay in cash the total amount of 10% minority stake in Technoprobe. Let's now move to chart four. As you know, the die contained in the package semiconductor device is tested in wafer form at probe test, and then in package at final test. These different testing sections require different types of boards. A probe card with an integrated probe head and needles that touch on the wafer before packaging. Second, the final test board that includes sockets specific to the packaged integrated circuits, and integrated with the packaged device handler. The DIS provides the expertise to design this type of final test interface boards, as well as probe interface boards and probe card interface boards. At final test, the interface boards need to withstand the high insertion forces exhibited when devices are inserted into the sockets, while meeting the high pin count, high site count, and signal integrity requirements of today and tomorrow's test applications. For wafer test, the DIS provides the expertise to produce boards that meet the test cell requirements, provide the ability to handle high pin count and high site count devices, deliver the performance of the tester signals, and be able to accommodate the fine pitch requirements of the dies. As you can see in chart five, the DIS is a leading player in the design of test interfaces, which are complex electromechanical assemblies that adapt and integrate a device in wafer or package form to an automated test system. The DIS has a widespread presence. It employs more than 400 people all over the world, having major design teams in the United States, China, and Taiwan. In the first half of this year, the DIS recorded revenues of $54 million, with a gross margin of 15%. Let's move to the next slide to dig into the strategic and industrial view behind the acquisition of the DIS. The rationale behind the decision to acquire the DIS is two-fold: one, answer a market need; two, leverage complementary skills we already have in-house. Interface speeds and the device complexity are increasing, and it is becoming critical to fully master and optimize all major phases of the interface development process, from early concept to design, manufacturing, and customer operation. The complementary core competence between Technoprobe in advanced manufacturing technology and DIS in interface design will allow us to be a unique player, able to design all components of wafer probe and final test interface as a single complete solution, serving the market with the highest performance, first pass quality, and on-time delivery, covering probe and final test applications. Leveraging the combined skills between us and DIS, we will be able to offer to our clients more advanced products, improving electrical and mechanical performance and quality, while reducing time to market. Test interface board has become a critical piece that enables and delivers the full benefits of semiconductor test system. Without an interface operating at full performance, the customer device yields and product performance can suffer. The need and challenge in the market is to deliver this type of interface products with near perfect quality, and be on time to support the customer new product introduction silicon bring-up schedule. As the device development cost increases, lead time is critical to our customers, so they can get a return on their product investment as fast as possible. That means we must develop and deliver this test interface perfectly matching the customer schedule. We believe that by establishing this clear mission for the business, we can perfectly align to the priorities of our customers and bring the highest value in their semiconductor test process. The acquisition of DIS suits perfectly with the strategic paths undertaking so far, and in particular with Harbor Electronics, the company we acquired in August this year. DIS and Harbor have complementary core competencies. DIS is known for expertise in design, integration with fabs, proprietary tools, and processes that deliver high first-pass quality at the most demanding performance levels. Harbor is well known for their strong manufacturing capability of complex printed circuit board, and proprietary process technology needed for high-performance designs. Through deeper collaboration between the two teams, we believe that further innovation will be discovered to fuel new capabilities and deliver exceptional value to our customers. The perfect match with Harbor Electronics will also allow to accelerate the process to enter the final test market and the probe card interface market. Let me introduce the market we are talking about. According to the Yole Group, the overall test consumable market, which was worth approximately $5.8 billion in 2022, is mainly split by test interface market, probe card, and socket. Our focus today is the test interface market, composed by final test device interface boards, probe card interface boards, and the burn-in boards. The DIS and Harbor serve the final test and probe card interface board segments, whose value in 2022 was approximately $1.1 billion, for a combined 15% share, market share. Together, they rank the first position in the market. The device interface market is today highly fragmented, and in our view, we are well positioned for share gains based on product innovation and strong customer relationship. We can also count on the support of Teradyne into this new challenge. As highlighted in the next slide, the roadmap sharing, joint development of technology, and co-marketing activities are the foundation of the strategic partnership we engage. As you know, the industrial rationale is the key of our location policy, and opening of our share capital to Teradyne confirms this. Teradyne has been a key industrial partner for us, and now it will also be a strategic one, that will help Technoprobe to continue its path of growth. This strategic partnership will advance tester interface technologies to unlock new capabilities and scalable economics for our customer, enabling market share gains for both companies. Working together with Teradyne, we will align resources from both companies to accelerate these initiatives. Teradyne gains access to larger, more vertically integrated capabilities to unlock the full performance of their test platforms for new and existing customers. We, as Technoprobe, will gain Teradyne's Device Interface Solutions, design factory methodologies for rapid development and delivery of high-performance interfaces. S upporting our strategy to offer a complete range of solutions for the entire semiconductor test market in the future. Chart 11 represents the evolution of the shareholders as a result of the acquisition of the 10% stake by Teradyne. Before leaving the floor to your Q&A, let me summarize the main highlights of this transaction. First of all, acquire new competencies to better serve our clients, which is at the core of our strategy, being always able to offer the most advanced, advanced solution. Two, consolidate the full vertical integration of our business model, the mission we declared during this year after the acquisition of Harbor Electronics. Enlarge our reference market, entering into the final test and probe card interface market to underpin the future growth, and finally, continue to look ahead and at the evolution of the market being supported by a leading industrial partner like Teradyne. So, thank you for your attention, and now I hand over to the operator to start the Q&A session. Thank you to the management team today for the presentation. We now have an opportunity to ask questions. I kindly ask all participants to use the raise hand function. Our first question today comes from Mr. Giovanni Selvetti. Please, the floor to you. Hello, can you hear me? Yes, we can hear you fine. Okay. Hi, good morning, everyone, and thanks for taking my question. So I have a lot, so we start with a few. So starting from what you actually acquired, so this division of Teradyne is only specialized in the production of one of the layers of a final test board, right? Mainly PCBs. So what's the different product wise with what Harbor produces? And you also mentioned you can expect to have synergies with Harbor. So what are the synergies you expect to get, and if you can please quantify them. But most importantly, what is the product you would like to create that DIS itself cannot produce? So is about the pogo pins and the sockets that Teradyne is not interested to do. The second question is about the financials of the company. So in the press release, you mentioned revenues of $ 54 million in the first half of the year. I was wondering if you can please quantify what's the year-on-year delta. So what was the turnover last year? And secondly, on margin, you mentioned a gross margin of 15%, which is basically the same as it was for Harbor. I I can understand that this year margins may suffer from volumes coming down, but what is the normalized margin you can expect from this kind of business? I mean, is it fair to assume that this is a business that is breaking even at the EBIT level? Yeah, I asked two more, but maybe we can start with these two. So thank you, Giovanni. Let me answer firstly about the financial side of the transaction. So you asked for Teradyne DIS business results for 2023 compared to the past. So as we mentioned in the slides, the first half of 2023 recorded a revenue of approximately $54 million, and the gross margin is approximately 15%. So compared to prior year, so we talk about 2022, total revenue of the division was in the range of $125 million. So showing a decrease of approximately 20% in 2023. And the gross margin was more or less the same, a bit higher, so between 18% and 20%, depending on the allocation they do internally. So what we expect for the future is, of course, a recovery starting already in 2024, for which to expect to reach more or less, more or less the same level of 2022. So in the range of $ 120 million-$ 130 million. But you should also consider that this transaction will close likely in the first half of 2024, so we will not have the full benefit of the year, so depending on the closing date. But this is the estimate for the full year, so $ 120 million-$ 130 million. Gross margin will be more or less the same also for 2024 compared to 2023, so in the range of 15%. Of course, after the acquisition, we will proceed to an internal restructuring, for which we know we can benefit, internalizing some G&A cost, some admin cost, and also benefiting from the design people working together. So there are benefits that we can gain in 2024 and going on. So we expect a CAGR, I can tell you that, for in the next four years, so until 2027. So a CAGR from 2021 to 2027, approximately 6%, for the revenue, I mean. Mm-hmm. With the... probably the same, increase in terms of the EBITDA. Okay, but, is it fair to say that now at the EBIT level, we are talking about 2%-3%, something like this? Sorry, say it again? Can we assume that at the moment, the EBIT margin of the business is like 3%-4%? Well, yeah, it's a bit higher, probably. It is in the range between 4%- 6%- Okay. today, in 2023. Okay, all right. But DIS, as part of a group, of a big company, a big corporation, there are a lot of allocation from central, central headquarters. So, this is something we will manage in the next few months, so to understand what we can, leverage internally from Technoprobe compared to, to DIS, to, to Teradyne. Okay. Well, to answer to your first question, I can tell that the Teradyne DIS and Harbor Electronics have a complementary core competencies. Teradyne DIS is known for expertise in design, integration with fabs, and optimized yield, and proprietary quality control tools and processes that deliver high first-pass quality at the most demanding performance levels. Harbor is well known for their strong manufacturing capability, for complex PCB and proprietary process technology needed for high-performance designs, like, the type that Teradyne and DIS creates. So through this collaboration between the two teams, we believe that further innovation will be discovered to form new capabilities and deliver exceptional value to the customer. So we think at this moment, just one more, we think there is not really overlap between the two companies, because one is really more focused on design, and the other one is more focused on the manufacturing. But I will leave also to Steve Ledford or maybe to comment more on this. Okay, so but if I look at this slide, is something like the pogo pins and the socket, are these something that Teradyne didn't want to develop themselves in order to have the full product? Yes, sir. I mean, Teradyne, this is another synergy that is actually can be created. Because right now, the sockets are done by... the socket market is very fragmented. There are many small players, and the technology is pretty standard for sockets, so it's based on a standard pogo pins. So as everybody know, Technoprobe is also, we are a, we have very good knowledge and technology in MEMS. And our target and what we are developing is our MEMS products, also for sockets. So this is, so that means that there will be, there will be a lot of synergies between, at that point for, for including sockets of the, for the three companies. So manufacturing PCB sockets that can be, can go in the direction of MEMS, and design, a very high quality design, from DIS, from DIS. Okay. Okay, thank you. Well, I have one last one maybe for the other Stefano, and I know it may not be very delicate to ask, but if it's fair to assume that some of the people among the, the, the two companies are overlapping and some cuts may come? Because I can see this company has 400 employees, Harbor at roughly 180. It's almost 600 people for a business that is generating, like, roughly 20% gross margin. So is it fair to assume that once you get the technologies, some of some cuts would come in terms of workforce? Currently, there are no plans at all to reduce our workforce and to reduce the DIS workforce. Instead, DIS, it's a division made by people. So the strength of the DIS division is the knowledge and the know-how of the people we bring into the, into Technoprobe. So absolutely, they are strategical for the business. So there are no plans at all to reduce the number of our employees. Okay. Okay, I have another one, but I let the floor to other, other people, and then I may come back later on. Thank you very much, Mr. Selvetti, for your questions. Our next question today comes from Mr. Bonacina. Please, the floor to you. Yes, good morning. Couple of questions for me. I was wondering, so you, you were already working with Teradyne, so they were a vendor to you, like in the case of Harbor. And just to understand in terms of the accounting for next year, once you will consolidate the business, will you consolidate fully the revenues, or it will be like Harbor, that probably some of the revenues will be internalized, so we don't see the revenues, but probably you will see just the margin basically in the P&L? And the other question is on the decision to launch capital increase. Clearly, you have already a very significant net cash position, and you're doing a capital increase, well in excess, of the funds that you're using in this transaction. So I was wondering, if you can elaborate why, I mean, you decided, to basically do a cash capital increase instead of maybe the, the family selling down and if we can expect, because now you will have, like, more than EUR 600 million, EUR 700 million in cash, if you are working on new big M&A that could come, maybe in the next few quarters. Thank you. So let's start from your first question. So Teradyne currently is not a supplier of Technoprobe. So it's a partner because the probe cards need a tester- Okay -to properly work for testing wafers and testing chips. So Teradyne currently doesn't have any commercial relationships directly with Technoprobe. So that's why all the, the revenue showed in these pages and during this call will be full incremental for Technoprobe business. Compared to Harbor, you mentioned Harbor. Harbor was a supplier of PCB for Technoprobe business, so a portion of that has been consolidated into Technoprobe, as you mentioned, but this is not the case for DIS division. Okay. So back to the decision for the share capital. So this is a very strong demonstration from the company that the current ownership is not letting down at all the business, otherwise the decision would have been to fully sell 10% of shares from the main shareholder, from T- Plus, rather than making a capital increase. So the capital increase is strategical because it brings more money into our cash. You mentioned correctly the estimate of EUR 600 million, and then depending on the investment we do. But this cash is functional to all the strategic paths we have in our mind, and we currently already have on our table. Because we can grant you that this money is not here to stay the bank account, otherwise there is no reason to keep them. So the increment in the cash is part of the big strategic role we have in mind for the next few months. Yeah, and also, what we have in mind is we increase our capacity and capabilities, new technologies. So this is so we have investments ahead of us, and also, of course, we always think about strategic M&As. Okay, thank you. Just a quick follow-up. If you look on page eight of your value chain, basically you show that also on the MLO, clearly, you have some room. Can you clarify, so on the MLO side, that you are working more on an organic basis to have more capacity or on M&A? Thank you. Also for MLO, we are working on the vertical integration. So because we are developing technologies that are going to be needed for the future roadmap, and for the most complex MLOs will come from internal. Okay. So- Thank you. Thank you, Mr. Bonacina, for your questions. Our next question today comes from Ms. Marie Ganneval. Please the floor to you. Ms. Ganneval, can you hear us? Please unmute your line. Hello, can you hear me? Yeah, we can indeed. Ah. Thank you. Okay. Thank you so much for taking my question. I just had a quick one in terms of your entrance into the final testing market. So when are you expecting to finally enter this market? And in terms of return on capital employed, when do you actually think you'll be getting those benefits from this vertical integration on the final testing markets? And do you think that these two acquisition will be actually enough to make this launch a success, or will you need some more adding to the table? So the entering into the market is immediate. So the DIS division already works in this, in the final test market, so there is no time to wait after the acquisition date, after the closing date. So it's, from day one, we, Technoprobe will be into the market. With the current level of, of course, profitability and revenue and market share, for which we believe, that after the integration with Technoprobe capabilities and manufacturing, it can be even increased. Okay. Very clear. Thank you very much. Thank you, Ms. Ganneval, for your question. Our next question today comes from Mr. Florian Sager. Please, the floor to you. Hello, everyone. Can you hear me? Yes, we can indeed. Thank you. Ah, perfect. Most of my questions have already been answered. Just one quick one. Maybe you could touch again on your strategic plan, why you see the need to move to another area of testing? Because the way I see it, you have this great probe card business where you are, yeah, best, best-in-class, and now you, you seem to move to, to the back end. Isn't this a risk also for margins going, going forward? Just for me to better understand or think about the direction the company is going in. Thank you. As mentioned previously, yes, the final test now is a very fragmented market with many small players with pretty old technologies. We are talking about pogo pins, mechanical pogo pins, and boards. So what we see in the future, like what happened for the probe cards. I mean, the probe, before MEMS, probe cards, everybody basically had the same technology, and was not really so much differentiation. And the MEMS changed completely the world of the probe card, so much more complex, and we could reach much better performance. So what we see ahead of us is the final test is reaching also the critical point. Complexity is increasing also for the final test at the level that the PCB will start to be very complex, and standard sockets will not work anymore. And probably we will have to really introduce a different architecture also for final test. So that's why for us, it's not really t he target is not the short-term revenue, even though we are going to start with, of course, the current business, and we think we can generate more profit. But really the target here is, it's a long-term target, because the technology will evolve in a much more complex final test course. Okay, very- Sorry. At that point, the profitability of that business will be much higher. Okay. Makes sense. Thank you. Thank you. Thank you very much, Mr. Sager, for your questions. Our next question today comes from Mr. Martin Stockner. Please, the floor to you. Hi. I have a couple of questions. One is, was the acquisition of DIS contingent on Teradyne being able to acquire a stake? i.e., would they only sell if they could acquire a stake? Secondly, they, t here was a number of, sort of, things they got in terms of membership on the board and some veto rights on certain aspects. Do they? Will they also have a veto right on the M&A on future M&A? And then finally, just thinking about that cash pile again, I mean, the amounts you mentioned that you expect to have are gonna be very very big. And you mentioned, of course, some organic investments, et cetera, but it still feels like that is a large amount of money to have for organic investment. You know, would it be- Should we expect an M&A in the size of that, sort of, 7, to use all of that cash for M&A? Or, will that be, all that cash be used for organic investment purposes? Yes. Starting from the bottom. So for the organic growth, that's correct. So we have, already other plans to increase, to increase our market share, to increase our capabilities, also internal capabilities, and to increase, our vertical integration, to complete the full vertical integration for our business. So in terms of magnitude, over there, there are on the market, other target we are currently evaluating, very carefully. It's not easy to have a deal in this segment. Also, due to the current restriction, you may find externally, so that is something out of our control. You. Also, in this case, we are subject to the approval of antitrust authorities, in every country we are reaching this deal, so from the U.S. to Taiwan to Italy. So there are many, many aspects to be considered when doing when doing something like this. So the amount of cash will be, of course, used for both internally and externally growth. About the second question you raised on the board member agreement we had with Teradyne. So they will have a member into our board, and they will not have any weight, any veto in case of M&A or a business combination in general. So the board will be one. As for the other members of the board, there are some veto contractually, but especially for changing the bylaw, especially. But people are changing the bylaw in terms of the double voting rights or for the delisting or something very extraordinary matter, but not for M&A and business combination. I don't recall your first question. Sorry. Can you remind me that? Yeah. It was if Teradyne only agreed to sell DIS if they were allowed to acquire a stake. Was that linked? No, it was not initially a combined transaction. One came after the other, so we decided together with Teradyne to make this agreement in the same time. So one was born before the other, let me say it like that. So when we were on board of this transaction, we both realized that the timing of closing of the DIS acquisition and the Teradyne entering into our share capital, considering also the antitrust I mentioned before, the timing for closing will be very tight. So we expect both of them will be realized and closed in the first half of 2024, more or less in the same time. Okay, thank you. Thank you very much, Mr. Stockner, for your questions. Currently, we have no questions queued, but we will wait a few seconds to give everyone the opportunity to raise their hands. Our next question today comes from Mr. Belloni. Please, the floor to you. Hi. Good morning. Can you hear me? Yes, we can indeed. Thank you. Hi, good morning. Thanks for taking my question. Three, actually. The first one is about the DIS. I understand that part of the business is related to probe cards and part to final testing components. Can you give us a breakdown about the two different weights in terms of sales? My second question, you pointed out that for the probe card business, the PIB is sold by Technoprobe only if requested by client. But what percentage of PCB you are now selling are provided with PIB? And this acquisition is something that should change the business and give you some competitive advantage compared to the other market player, or it's just a kind of add-on for the probe card business? My very last question, I understand your rationale for having Teradyne among your shareholder base, but what's the rationale for Teradyne for buying this 10%, considering their business? Thank you. Steve, can you take this? Yes, I'll take the first question, Mr. Belloni. The current DIS business is currently approximately 50% on probe card interface boards and PIBs, probe interface boards, and approximately 50% with final test applications, just as a rough measure. And then your second question, I believe, was regards of how many types of products utilize a PIB, or probe interface board, in addition to a probe card interface board. Now, of course, that's market-driven by customers' choice on their test systems, but according to the market data that we've seen from Yole, as our understanding is, that's approximately 20% of probe products are also combined with a probe interface board. And then, from there, unless you have further questions on either one of those, I'll turn it back to Stefano for your third question. Yeah, just a follow-up about the last, the last question, about the second one. Thanks a lot for your answer. Very clear, but would like to understand if this acquisition might change your competitive position compared to the other market player, or if this acquisition might give a push to the sales of PIB together with probe card? Well, so just to elaborate further on that, it is a customer-driven decision. So it's not like we bring a special mix of products or capabilities that could swing the market in that particular direction. It's a customer architecture choice. And as our strategy, we follow customer choice wherever possible. Okay, very clear. Thank you. About the last question? Yes, I will take the third question. So, I'd like to highlight, to remind everybody that the tester and the probe cards are very, is something that they work together. So our the probe cards are in the system test cell that is done by tester and the prober. And, and, of course, the for the future, as I mentioned, the complexity will will be higher and higher, and that means for the tester company means much much more complex testers, new tester, new new capabilities, new so new better performance. So how to achieve that? Of course, the also the probe card should be aligned with the roadmap. So also the probe card is a key component to unlock the full potential of the tester. So that's why here there is a strong synergy. So the future tester will need a very new technology or very, very good technology for the on the probe card side. So this is the, I think, main reason. And there are many other projects that can be done, but always related to the interaction between tester and the interface, like a probe card. Okay. Gotcha, Stefano. Thank you, guys. Thank you. Thank you, Mr. Belloni, for your questions. Currently, there are no questions queued. We will just wait a few seconds to give everyone the opportunity to raise their hands. Our next question today comes from Mr. Bacoccoli. Please, the floor to you. Mr. Bacoccoli, can you please unmute your line? Mr. Bacoccoli, I see you are still on mute. Can you please unmute your line? Unfortunately, we cannot hear you. So please do email the IR team for your question. As there are no more raised hands, I will now give the floor back to the management team for any final comments. Thank you very much. Yes, I'd like to thank you, everybody, for attending this Q&A session and this presentation. And, I can say that we are very excited about this transaction, and we will, we think this will unlock very good synergies and very good potential for the future of both company, Technoprobe and Teradyne. Thank you, everyone.