PRI hopes to make its own manufacturing process more efficient with Promis's software technology.
The acquisition, which will be accounted for as a pooling of interests, is expected to be completed during the first quarter of 1999. The deal is subject to regulatory and Promis shareholders' approval.
Under the terms of the definitive agreement, the price will be fixed at $4.29 per share, as long as PRI's average stock price doesn't trade above a certain level. At Monday's closing prices, the exchange ratio was 0.1691 shares of PRI stock for each share of Promis stock.
Shares of PRI have traded as high as 38 and as low as 9.56 during the past 52 weeks. The stock jumped 4.19 percent yesterday to close at 26.44.
Promis trades on the Toronto Stock Exchange under the symbol "PSW."
Promis also gave PRI a contingent option to purchase up to 19.9 percent of the common shares of Promis at a price of $4.29 per share. The option would only become exercisable if the definitive agreement is terminated in certain circumstances.
"The acquisition of Promis Systems significantly enhances PRI Automation's wafer flow solution," said PRI president and CEO Mitch Tyson.
Added Promis president and CEO Ian McKinnon: "PRI is now extraordinarily well positioned to serve the semiconductor industry worldwide."
McKinnon will become vice president and general manager of PRI's Software Division, based in Toronto, and will be responsible for all of the company's software products.