Rehovot, Israel, December 20, 2022 – Nova (Nasdaq: NVMI) announced today that a leading global logic manufacturer recently selected Nova Elipson for next-generation integrated circuit (IC) development.

Nova Elipson was chosen for its ability to perform in-die characterization of stress, strain, and defectivity in next-generation devices, rapidly and with unparalleled sensitivity. The solution utilizes advanced Raman spectroscopy technology to extract materials properties of in-die structures, by fast and non-destructive means. The platform has consistently proven its ability to solve a wide range of materials metrology challenges in various segments and steps.

“This selection by one of the world’s leading semiconductor logic manufacturers demonstrates the growing value of Nova’s innovative materials metrology portfolio,” stated Eitan Oppenhaim, Nova’s president and CEO. “The increasing complexity of device architecture demands solutions that push the envelope and address the unique challenges our customers are facing. In this complex process fabrication environment, Nova’s unique materials portfolio is becoming critical to the successful manufacturing of next-generation devices.”

About Nova

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found on Nova’s website link – https://www.novami.com/.

Nova is traded on the Nasdaq and TASE, Nasdaq ticker symbol NVMI.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect our intellectual property; open source technology exposure; failure to compete effectively or to respond to rapid technological changes; consolidation in our industry; difficulty in predicting the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty in integrating current or future acquisitions; lengthy sales cycle and customer delays in orders; political, economic and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

REHOVOT, Israel, Feb. 15, 2023 /PRNewswire/ — Nova (Nasdaq: NVMI) today announced financial results for the fourth quarter and full year ended December 31, 2022.

Fourth Quarter 2022 Highlights:

  • Record quarterly revenue of $151.2 million, up 24% year over year
  • GAAP net income of $36.1 million, or $1.14 per diluted share, up 56% year over year on a per-share basis
  • Non-GAAP net income of $40.8 million, or $1.28 per diluted share, up 19% year over year on a per-share basis
  • Record revenues from Chemical Metrology solutions, driven by multiple penetrations to leading front-end customers
  • Continued proliferation of our most advanced product portfolio, led by major penetrations of Metrion and Elipson to leading logic customers

Full Year 2022 Highlights:

  • Record annual revenue of $570.7 million, up 37% year over year
  • Record GAAP net income of $140.2 million, or $4.40 per diluted share, up 41% year over year on a per-share basis
  • Record Non-GAAP net income of $161.5 million, or $5.07 per diluted share, up 32% year over year on a per-share basis

GAAP Results ($K)

 

Q4 2022

Q3 2022

Q4 2021

FY 2022

FY 2021

Revenues

$151,238

$143,906

$121,521

$570,729

$416,113

Net Income

$36,098

$35,075

$22,226

$140,213

$93,101

Earnings per Diluted Share

$1.14

$1.10

$0.73

$4.38

$3.12

 

Non-GAAP Results ($K)

 

Q4 2022

Q3 2022

Q4 2021

FY 2022

FY 2021

Net Income

$40,778

$  39,698

$32,752

$161,509

$114,669

Earnings per Diluted Share

$1.28

$1.24

$1.08

$5.07

$3.85

A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial
statements included in this release. See also "Use of Non-GAAP Adjusted Financial Measures" section.

Management Comments

“The fourth quarter was a strong resolution to another record-breaking year for Nova, characterized by notable annual increase in revenue and profitability. Despite the volatility in the markets, the company was able to perform well during the fourth quarter, highlighting the strength of our diversified and agile business model,” said Eitan Oppenhaim, President and CEO. “While we remain vigilant in addressing the current challenges, we continue to implement our long-term strategic plans to solidify our position and seize various opportunities, particularly in this dynamic environment.”

2023 First Quarter Financial Outlook

Management provided an outlook for the first quarter, the period ending March 31, 2023. Based on current estimates, management expects:

  • $125 million to $135 million in revenue
  • $0.77 to $0.98 in diluted GAAP EPS
  • $0.93 to $1.14 in diluted non-GAAP EPS

2022 Fourth Quarter Results

Total revenues for the fourth quarter of 2022 were $151.2 million, an increase of 5% compared with the third quarter of 2022 and an increase of 24% compared with the fourth quarter of 2021.

Gross margin in the fourth quarter of 2022 was 55%, compared with 57% in the third quarter of 2022 and compared with 56% in the fourth quarter of 2021.

Operating expenses in the fourth quarter of 2022 were $46.8 million, compared with $43.2 million in the third quarter of 2022 and $38.4 million in the fourth quarter of 2021.

On a GAAP basis, the Company reported net income of $36.1 million, or $1.14 per diluted share, in the fourth quarter of 2022. This is compared with net income of $35.1 million, or $1.10 per diluted share, in the third quarter of 2022, and net income of $22.2 million, or $0.73 per diluted share, in the fourth quarter of 2021.

On a non-GAAP basis, the Company reported net income of $40.8 million, or $1.28 per diluted share, in the fourth quarter of 2022. This is compared with net income of $39.7 million, or $1.24 per diluted share, in the third quarter of 2022, and net income of $32.8 million, or $1.08 per diluted share, in the fourth quarter of 2021.

2022 Full Year Results

Total revenues for 2022 were $570.7 million, an increase of 37% compared to total revenues of $416.1 million for 2021.

Gross margin in 2022 was 56%, compared with 57% in 2021.

Operating expenses in 2022 were $172.5 million, compared with operating expenses of $125.0 million in 2021.

On a GAAP basis, the Company reported net income of $140.2 million, or $4.40 per diluted share, in 2022. This is compared with a net income of $93.1 million, or $3.12 per diluted share, in 2021.

On a non-GAAP basis, the Company reported net income of $161.5 million, or $5.07 per diluted share, in 2022. This is compared with net income of $114.7 million, or $3.85 per diluted share, in 2021.

Conference Call Information

Nova will host a conference call today, February 15, 2023, at 8:30 a.m. Eastern Time, to discuss the financial results and outlook. To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your calls five minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

U.S. TOLL-FREE Dial-in Number: 1-844-826-3035
ISRAEL TOLL-FREE Dial-in Number: 1-80-921-3284
INTERNATIONAL Dial-in Number: 1-412-317-5195
At:
8:30 a.m. Eastern Time
5:30 a.m. Pacific Time
3:30 p.m. Israel Time

The conference call will also be webcast live from a Link on Nova’s website at https://www.novami.com/investors/events/.

A replay of the conference call will be available from February 15, 2023, at 11:30 a.m. Eastern Time to February 22, 2023, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:

Replay Dial-in TOLL-FREE: 1-844-512-2921
Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-6671
Replay Pin Number: 10174355
A replay will also be available for 90 days on Nova’s website link at https://www.novami.com/investors/events/.

About Nova

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found on Nova’s website linkhttps://www.novami.com/.

Nova is traded on the Nasdaq and TASE, Nasdaq ticker symbol NVMI.

Use of Non-GAAP Adjusted Financial Measures

This press release provides financial measures that exclude amortization of acquired intangible assets, acquisition-related expenses, inventory step-up and contingent consideration revaluation, stock-based compensation expenses, revaluation of operating lease liabilities, amortization of debt discount and issuance costs, tax effect of non-GAAP adjustment and taxes attributed to one-time elective tax settlement, as applicable, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding Nova’s performance because they reflect our operational results and enhance management’s and investors’ ability to evaluate Nova’s performance before charges or benefits considered by management to be outside Nova’s ongoing operating results. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management believes that it is in the best interest of its investors to provide financial information that will facilitate comparison of both historical and future results and allow greater transparency to supplemental information used by management in its financial and operational decision making. A reconciliation of each GAAP to non-GAAP financial measure discussed in this press release is contained in the accompanying financial tables.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect our intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty in predicting the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty in integrating current or future acquisitions; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

(Tables to Follow)

NOVA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands) - (Unaudited)

 
 

As of December 31,

ASSETS

2022

2021

Current assets

   

Cash and cash equivalents

111,121

126,698

Short-term interest-bearing bank deposits

95,305

221,897

Marketable securities

167,073

61,568

Trade accounts receivable, net

109,320

68,446

Inventories

116,600

78,665

Other current assets

13,527

9,242

Total current assets

612,946

566,516

Non-current assets

   

Marketable securities

153,462

137,415

Interest-bearing bank deposits

483

3,672

Restricted interest-bearing bank deposits and restricted cash

1,600

1,600

Deferred tax assets

20,097

6,161

Severance pay funds

1,194

1,327

Operating lease right-of-use assets

44,885

30,627

Property and equipment, net

55,886

34,460

Intangible assets, net

43,586

2,601

Goodwill

49,009

20,114

Other long-term assets

957

661

Total non-current assets

371,159

238,638

Total assets

984,105

805,154

 LIABILITIES AND SHAREHOLDERS' EQUITY

   

Current liabilities

   

Convertible senior notes, net

-

183,037

Trade accounts payable

42,732

36,218

Deferred revenues

30,543

15,338

Operating lease current liabilities

5,968

4,452

Other current liabilities

54,825

48,885

Total current liabilities

134,068

287,930

Non-current liabilities

   

Convertible senior notes, net

196,394

-

Accrued severance pay

3,599

3,686

Operating lease long-term liabilities

43,697

33,450

Long-term deferred tax liability

12,190

-

Other long-term liabilities

7,194

6,334

Total non-current liabilities

263,074

43,470

Shareholders' equity

586,963

473,754

Total liabilities and shareholders' equity 

984,105

805,154

NOVA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 (U.S. dollars in thousands, except per share data) - (Unaudited)

 
 

Three months ended
December 31,

Year ended
December 31,

 

2022

2021

2022

2021

Revenues:

       

Products

123,486

99,898

464,152

337,026

Services

27,752

21,623

106,577

79,087

Total revenues

151,238

121,521

570,729

416,113

Total cost of revenues

67,510

53,272

248,333

178,752

Gross profit

83,728

68,249

322,396

237,361

Operating expenses:

       

Research and development, net

26,206

20,140

90,458

65,857

Sales and marketing

14,058

11,219

52,122

39,336

General and administrative

5,077

6,262

23,852

17,324

Amortization of intangible assets

1,463

735

6,033

2,458

Total operating expenses

46,804

38,356

172,465

124,975

Operating income

36,924

29,893

149,931

112,386

Financing income (expense), net

2,157

(1,518)

8,478

(3,133)

Income before taxes on income

39,081

28,375

158,409

109,253

Income tax expenses

2,983

6,149

18,196

16,152

Net income for the period

36,098

22,226

140,213

93,101

         

Earnings per share:

       

Basic

1.26

0.78

4.89

3.28

Diluted

1.14

0.73

4.40

3.12

         

Shares used in calculation of earnings per share
(in thousands):

       

Basic

28,731

28,539

28,697

28,372

Diluted

31,737

30,285

31,870

29,816

NOVA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands) - (Unaudited)

 
 

Three months
ended December 31,

Year ended

December 31,

 

2022

2021

2022

2021

Cash flows from operating activities:

       

Net income

36,098

22,226

140,213

93,101

Adjustments to reconcile net income to net cash provided
by operating activities:

       

     Depreciation of property and equipment

2,491

1,681

8,621

6,475

     Amortization of intangible assets

1,463

735

6,033

2,458

     Amortization of premium and accretion of discount on
marketable securities, net

(254)

855

1,666

1,708

     Amortization of debt discount and issuance costs

322

1,075

1,282

4,229

     Share-based compensation

4,381

3,496

16,647

10,488

     Net effect of exchange rate fluctuation

412

(694)

4,523

(745)

Changes in assets and liabilities:

       

     Trade accounts receivables, net

(9,421)

(3,816)

(31,634)

(5,132)

     Inventories

(2,168)

(5,964)

(29,311)

(18,457)

     Other current and long-term assets

5,926

1,076

(4,223)

192

     Deferred tax assets, net

(6,598)

(741)

(13,740)

(2,989)

     Operating lease right-of-use assets

841

489

3,873

1,680

     Trade accounts payables

(79)

6,799

5,142

11,697

     Deferred revenues

10,492

(16,572)

15,243

10,621

     Operating lease liabilities

115

164

(6,351)

(904)

     Other current and long-term liabilities

5,548

9,587

1,509

17,919

     Accrued severance pay, net

27

(133)

46

(79)

Net cash provided by operating activities

49,596

20,263

119,539

132,262

Cash flows from investment activities:

       

Acquisition of subsidiary, net of acquired cash

-

-

(78,469)

-

Change in short-term and long-term interest-bearing bank deposits

(26,517)

37,223

129,944

(31,456)

Investment in marketable securities

(30,064)

(6,364)

(211,742)

(215,091)

Proceeds from maturities of marketable securities

23,390

5,141

81,325

12,862

Purchase of property and equipment

(8,429)

(2,250)

(21,314)

(4,816)

Net cash provided by (used in) investing activities

(41,620)

33,750

(100,256)

(238,501)

Cash flows from investment activities:

       

Settlement of a contingent consideration liability

-

-

(8,480)

-

Purchases of treasury shares

(15,000)

-

(21,416)

-

Proceeds from exercise of options

8

-

90

11

Net cash used in financing activities

(14,992)

-

(29,806)

11

Effect of exchange rate fluctuations on cash and cash equivalents

(77)

558

(4,454)

622

Changes in cash and cash equivalents and restricted cash

(7,093)

54,571

(14,977)

(105,606)

Cash and cash equivalents - beginning of period

118,814

72,127

126,698

232,304

Cash and cash equivalents and restricted cash - end of period

111,721

126,698

111,721

126,698

NOVA LTD.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

 
 

Three months ended

 

December 31,
2022

September 30,
2022

December 31,
2021

GAAP gross profit

83,728

82,130

68,249

Stock-based compensation*

1,148

1,114

803

Non-GAAP gross profit

84,876

83,244

69,052

GAAP gross margin as a percentage of revenues

55 %

57 %

56 %

Non-GAAP gross margin as a percentage of revenues

56 %

58 %

57 %

       

GAAP operating income

36,924

38,938

29,893

Stock-based compensation*

4,381

4,334

3,496

Acquisition-related expenses and contingent

 consideration revaluation

(752)

-

999

Amortization of acquired intangible assets

1,463

1,444

735

Non-GAAP operating income

42,016

44,716

35,123

GAAP operating margin as a percentage of revenues

24 %

27 %

25 %

Non-GAAP operating margin as a percentage of revenues

28 %

31 %

29 %

       

GAAP net income

36,098

35,075

22,226

Stock-based compensation*

4,381

4,334

3,496

Acquisition-related expenses and contingent

 consideration revaluation

(752)

-

999

Amortization of acquired intangible assets

1,463

1,444

735

Amortization of debt discount and issuance costs

322

322

1,075

Revaluation of operating lease liabilities

294

(572)

907

Tax effect of non-GAAP adjustments

(1,028)

(905)

(402)

Taxes attributed to one-time elective tax settlement

-

-

3,716

Non-GAAP net income

40,778

39,698

32,752

       

GAAP basic earnings per share

1.26

1.22

0.78

Non-GAAP basic earnings per share

1.42

1.38

1.15

       

GAAP diluted earnings per share

1.14

1.10

0.73

Non-GAAP diluted earnings per share

1.28

1.24

1.08

       

Shares used for calculation of earnings per share
(in thousands):

     

Basic

28,731

28,685

28,539

Diluted

31,737

31,892

30,285

         

* Stock-based compensation for the three months ended December 31, 2022 included in – Cost of revenues - 1,148;
Research and development, net – 1,856; Sales and marketing – 810; General and administrative – 567.

NOVA LTD.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

 
 

Year ended December 31,

 

2022

2021

GAAP gross profit

322,396

237,361

Stock-based compensation*

4,166

2,160

Acquisition-related inventory step-up

2,972

-

Non-GAAP gross profit

329,534

239,521

GAAP gross margin as a percentage of revenues

56 %

57 %

Non-GAAP gross margin as a percentage of revenues

58 %

58 %

     

GAAP operating income

149,931

112,386

Stock-based compensation*

16,647

10,488

Acquisition-related inventory step-up

2,972

-

Acquisition-related expenses and contingent

 consideration revaluation

2,995

999

Amortization of acquired intangible assets

6,033

2,458

Non-GAAP operating income

178,578

126,331

GAAP operating margin as a percentage of revenues

26 %

27 %

Non-GAAP operating margin as a percentage of revenues

31 %

30 %

     

GAAP net income

140,213

93,101

Stock-based compensation*

16,647

10,488

Acquisition-related inventory step-up

2,972

-

Acquisition-related expenses and contingent

 consideration revaluation

2,995

999

Amortization of acquired intangible assets

6,033

2,458

Amortization of debt discount and issuance costs

1,282

4,229

Revaluation of operating lease liabilities

(4,174)

818

Tax effect of non-GAAP adjustments

(4,459)

(1,140)

Taxes attributed to one-time elective tax settlement

-

3,716

Non-GAAP net income

161,509

114,669

     

GAAP basic earnings per share

4.89

3.28

Non-GAAP basic earnings per share

5.63

4.04

     

GAAP diluted earnings per share

4.40

3.12

Non-GAAP diluted earnings per share

5.07

3.85

     

Shares used for calculation of earnings per share
(in thousands):

   

Basic

28,697

28,372

Diluted

31,870

29,816

     

* Stock-based compensation for the year ended December 31, 2022, included in – Cost of revenues - 4,166;
Research and development, net – 6,861; Sales and marketing – 3,179; General and administrative – 2,441

NOVA LTD.

SUPPLEMENTAL INFORMATION - RECONCILIATION OF FIRST QUARTER 2023

GAAP TO NON-GAAP GUIDANCE

(Unaudited)

 
 

Low

High

Estimated GAAP net income per diluted share

0.77

0.98

Estimated non-GAAP items:

   

Stock-based compensation

0.14

0.14

Amortization of acquired intangible assets

0.04

0.04

Amortization of issuance costs

0.01

0.01

Tax effect of non-GAAP adjustments

(0.03)

(0.03)

Estimated non-GAAP net income per diluted share

0.93

1.14

Rehovot, Israel – August 2, 2021 – Nova (Nasdaq: NVMI), announced today that it changed its legal name from Nova Measuring Instruments to Nova. Following the company expansion driven by several growth engines, the Company believes the previous name no longer represents its technology portfolio and diversified offerings. The Company is retaining its NVMI ticker symbol and its Process Insight® tagline.

“We recently announced our NOVA500 strategic plan to organically grow our annual revenue to more than $500 million,” said Eitan Oppenhaim, Nova’s President and CEO. “As we continue our journey towards realizing this plan, based on our unique and differentiated portfolio that combines several technologies as well as an evolving integration of hardware and software, we believe our new company name expresses better our evolving identity and diversified growth ambitions.” 

About Nova:

Nova is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and optical solutions enable its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices around the world. Additional information may be found at Nova Website Link.

Nova is traded on NASDAQ & TASE under the symbol NVMI.

Forward-looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Rehovot, Israel – September 13, 2021 – Nova (Nasdaq: NVMI) announced today that another top integrated circuits (IC) manufacturer recently selected the Nova Prism platform for its 3D NAND advanced nodes.

The Nova Prism was chosen following an extensive evaluation period due to its superior metrology performance in critical applications, enabled by the platform’s spectral interferometry (SI) technology. The SI technology was proven to add an entirely new dimension of spectral information not accessible by the current traditional optical CD methods.

The unique combination of proprietary hardware and advanced software enables Nova Prism to measure in die complex 3D NAND high aspect ratio structures, which are critical to the performance and yield of such devices while uniquely separating the complex layers.

“This major selection by one of the world’s leading semiconductor manufacturers serves as further evidence of our innovative leadership and evolving position,” stated Mr. Eitan Oppenhaim, Nova’s president and CEO. “Furthermore, this showcases the value we bring to our customers by combining innovative hardware technologies with advanced software capabilities to solve highly complex challenges in advanced nodes to assist our customers in shortening development cycles and time to market. We are very encouraged by the traction this platform is gaining with multiple leading customers and expect further evaluations to materialize during the next few quarters.”

About Nova:

Nova is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and optical solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices around the world. Additional information may be found at the Nova Website Link -https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Rehovot, Israel, March 7, 2022 – Nova (Nasdaq: NVMI) today announced that its board of directors authorized a $100 million share repurchase program.

Share repurchases, if any, will be funded with available cash. Repurchases of the Company’s ordinary shares will be made through open market purchases at prevailing market prices. The timing, volume and nature of share repurchases are subject to market prices and conditions, applicable securities laws and other factors, and are at the discretion of the Company’s board of directors. Share repurchases may be commenced, suspended, or discontinued at any time.

“The announced share repurchase program reflects our confidence in Nova’s long term growth potential and our commitment to enhancing shareholders’ value,” said Eitan Oppenhaim, President and Chief Executive Officer of Nova. “As evidenced by our recent acquisition of ancosys, our strong cash position allows us to expand our investment in the company’s profitable growth while we continue to pursue new technologies, diversify our portfolio and execute our strategic plans.”

About Nova

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found at Nova’s website link – https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in global trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; risks associated with violations of environmental, safety and health regulations; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty to  integrate current or future acquisitions; lengthy sales cycle and customer delays in orders; failures to attract, recruit and retain qualified employees due to intense competition for highly skilled personnel; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 1, 2022. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Nova to add chemical analytics solutions to its portfolio

Rehovot, Israel, January 25, 2022 – Nova (Nasdaq: NVMI) announced today that it completed the acquisition of ancosys GmbH, a privately held company headquartered in Germany. The transaction is valued at approximately $90 million, which is paid in cash, and includes a performance-based earnout of approximately $10 million. The Company expects the acquisition to be accretive on a non-GAAP basis within 12 months from closing.

ancosys is a leading provider of chemical analysis and metrology solutions for advanced semiconductor manufacturing. ancosys’ automated analytical systems combine flexible architecture with industrial-grade capabilities and support front-end, back-end, and advanced packaging semiconductor manufacturing.

“We are very excited to have closed this strategic transaction that expands our available markets and allows us to offer advanced solutions to additional processes in semiconductor manufacturing,” said Eitan Oppenhaim, President and Chief Executive Officer of Nova. “ancosys’ complementary portfolio supports our strategic goal to deliver the most differentiated product offering, which is composed now of dimensional, materials and chemical metrology solutions. With this expanded product and technology offering, supported by the synergy in our markets, Nova is well-positioned to offer a comprehensive metrology portfolio for front-end, back-end, and advanced packaging customers.” 

About Nova:

Nova is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art, high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and optical solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices around the world. Additional information may be found at Nova Website Link – https://www.novami.com/

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated benefits and growth opportunities relating to the acquisition, projections about our business and its future revenues, expenses and profitability. Forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. These risks and other factors include but are not limited to: the ability to recognize benefits of the acquisition; risks that the acquisition disrupts current plans and operations; and impact of the acquisition on relationships with customers, distributors and suppliers. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty in predicting the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Conference call to be held on February 24th, 2022 at 8:30 a.m. Eastern Time 

Rehovot, Israel, January 27, 2022 – Nova (Nasdaq: NVMI), today announced that it expects to release its financial results for the fourth quarter and full year of 2021 before the Nasdaq market opens on Thursday, February 24th, 2022.

Q4 and Full Year 2021 Conference Call Details:

Eitan Oppenhaim, President and Chief Executive Officer, and Dror David, Chief Financial Officer, will host a conference call to review the Company’s fourth quarter and full year 2021 financial results on February 24th, 2022 at 8:30 a.m. Eastern Time.

To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your call at least five minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

U.S. TOLL-FREE: 1-855-327-6837
ISRAEL TOLL-FREE: 1-809-458-327
INTERNATIONAL: 1-631-891-4304
WEBCAST LINK: https://viavid.webcasts.com/starthere.jsp?ei=1521533&tp_key=f3b05cd1a8

At:
8:30 a.m. Eastern Time
5:30 a.m. Pacific Time
3:30 p.m. Israel Time

The conference call will also be available via a live webcast from a link on Nova’s Investor Relations website – https://www.novami.com/investors/events/

A replay of the conference call will be available from February 24, 2022, to March 3, 2022. To access the replay, please dial one of the following numbers: 

Replay TOLL-FREE: 1-844-512-2921
Replay TOLL/INTERNATIONAL: 1-412-317-6671
Replay Pin Number: 10017625

About Nova:

Nova is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art, high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and optical solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices around the world. Additional information may be found at Nova Website Link – https://www.novami.com/

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; risks related to our ability to complete and integrate current and/or future acquisitions; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Rehovot, Israel, February 9, 2022 – Nova (Nasdaq: NVMI) announced today that ancosys’ chemical-metrology solution was recently selected by an additional front-end wafer fabrication customer. To date, ancosys’ ancolyzer® has been selected by five leading front-end wafer manufacturers, including a world-leading foundry. The newest selection of ancosys’ chemical metrology solutions by leading customers indicates the significant growth in ancosys’ front-end business.

This growth attests to the growing importance of chemical metrology in leading-edge IC manufacturing and the strong position ancosys already holds with these customers at the back-end of the process. This recent selection, as the ones that preceded it, is the result of a highly flexible analytical solution that combines unique application configuration, adaptability to customer needs, and meeting strict standards of accuracy and repeatability.

The ancolyzer® front-end platform provides industry-standard chemical metrology in copper applications, performed during the electroplating process for Dual Damascene. The solution enables the analysis of copper components and advanced control of electroplating processes.

“We are excited to open 2022 with this selection for the latest ancosys product offering. We expect to deliver more systems to additional front-end customers during the first quarter,” commented Eitan Oppenhaim, President and CEO of Nova. “Acquiring ancosys supports our long-term strategy of expanding our materials metrology offering and enlarging our addressable market. Nova brings deep synergistic value in the CMP ecosystem, combining our integrated metrology and stand-alone solutions. With the addition of ancosys, we can now enhance our offering with new synergies in electrochemical plating.”

About Nova:

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found at Nova’s website link – https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward-looking statements:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines;             risks related to introduction of new product lines which may require us to allocate time and financial resources; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty to  integrate current or future acquisitions; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Rehovot, Israel – February 17, 2021 – Nova (Nasdaq: NVMI) announced today its metrology portfolio for advanced gate-all-around (GAA). To enhance its market-leading portfolio, the Company is unveiling multiple advanced solutions uniquely equipped to address the manufacturing challenges of next-generation logic devices.

As the semiconductors industry transitions toward advanced technology nodes, process challenges increase dramatically. Time to yield becomes a critical parameter, conflicting with an increasing number of process steps, higher sampling and design rule shrinkage. This clash is further complicated by the need to measure on-device and in-die, as the test structures are no longer representative of the actual process. Moreover, an abundance of new materials necessitates inline control of parameters, such as thickness, composition, stress, and local variations within the device. To address these needs, process control solutions must be more accurate and applicable for complex 3D structures and new materials, applied to more layers and utilized to more physical and chemical inline parameters.

In logic manufacturing, the most significant transition is from fin field-effect transistor (FinFET) to gate-all-around transistor (GAA), which complicates the fabrication process. Nanosheet transistors set new constraints, dictating a complete characterization of multiple individual nanosheets for dimensional and material properties. Multiple nanosheet critical steps, such as inner spacer formation and replacement metal gate formation, require much tighter process control. 

“Nova’s rich and differentiated portfolio is built to meet the challenges of next-generation device fabrication,” said Eitan Oppenhaim, President and CEO. “On top of the challenging design, materials are becoming an increasingly crucial key to device evolution, and our elevated investment in this domain provides our customers with a unique complementary value. This is further enhanced by the synergy between our market-leading dimensional metrology, ground-breaking materials metrology portfolio, and the recent addition of chemical metrology.”

Nova’s complementary offering allows customers to get a better insight into the most complicated semiconductor structures through a wider view on geometrical dimensions, physical materials properties and chemical analytics. The overall solution has already been rolled out to the market and is in use by leading customers to stabilize the GAA process steps and increase yield.

Nova’s rich next-generation portfolio includes:

Nova Prism enables superior metrology performance in critical applications, enabled by the platform’s spectral interferometry (SI) technology. SI technology was proven to add an entirely new dimension of spectral information inaccessible to current traditional optical CD methods by providing absolute phase information that improves sensitivity to weak target parameters, specifically required by the complexity introduced in the new GAA design rules.

Nova i570 is Nova’s top performance integrated metrology platform for high-volume manufacturing, cementing Nova’s leadership in this domain. The platform improves total inline measurement capabilities in small structures and multiple layers.

Nova Metrion® brings SIMS technology to high-volume manufacturing, enabling depth profiles of the materials composition, previously limited to a lab environment, in the critical step of material deposition in nanosheets manufacturing. Manufacturers must tightly control materials’ concentration and uniform deposition on individual nanosheets.

Nova Elipson™ utilizes advanced Raman spectroscopy technology for optical materials metrology (OMM) to extract materials properties of in-die structures by fast and non-destructive means. Elipson™ provides multiple solutions for next-generation production challenges, including strain formation and defectivity measurements through the process.

Nova VeraFlex® IV is the latest industry standard for in-line and in-die X-ray photoelectron spectroscopy (XPS) with integrated X-ray fluorescence (XRF). VeraFlex® IV delivers direct measurement control over mono-layer film stacks and dopant concentrations by generating the industry’s highest X-ray flux and proprietary optical system necessary to address complex structures.

All platforms are unified by Nova’s machine learning software suite, Nova Fit 2.0, the Company’s newest machine learning solution, powered by advanced algorithms and a state-of-the-art computational layer.

About Nova:

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found at https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI

Forward looking statement:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; risks related to introduction of new product lines which may require us to allocate time and financial resources; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty to  integrate current or future acquisitions; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release

Rehovot, Israel, February 22, 2022 – Nova (Nasdaq: NVMI) today announced the establishment of its new Chinese local corporate entity and the opening of a new Chinese headquarters in Shanghai. Nova’s business in China has grown significantly in recent years, serving the expansion of the regional semiconductor industry. The new facility is part of Nova’s strategy to strengthen its global sites to tighten customers’ partnerships and support company’s continued expansion in the region.

Driven by Nova’s ESG commitment, the office building in Shanghai boasts a LEED gold certification and a green two-star building certification.

“Over the past two years, and against the backdrop of COVID spread, we increased our focus on strengthening Nova’s local sites to maintain top-quality service to our global customers,” said Eitan Oppenhaim, Nova’s President and CEO. “Our new Shanghai office and the local entity are a testament to our long-term commitment to our customers and partners in China.”

About Nova:

Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art, high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found at Nova’s website link – https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Forward-looking statements:

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; risks related to introduction of new product lines which may require us to allocate time and financial resources; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty to  integrate current or future acquisitions; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.