Filed by Veeco Instruments Inc.
Filed pursuant to Rules 165 and 425 promulgated under
the Securities Act of 1933, as amended, and deemed filed
pursuant to Rule 14a-12 promulgated under the Securities
Exchange Act of 1934, as amended.
Subject Company: Veeco Instruments Inc.
Commission File No.: 0-16244
On July 12th, 2002, Veeco and FEI jointly
issued the following joint press release.
[LOGO APPEARS HERE] [LOGO APPEARS HERE]
VEECO FEI COMPANY
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Veeco Instruments Inc., 100 Sunnyside Blvd., Woodbury, NY 11797 Tel.
516-677-0200 FAX 516-677-0380 FEI Company , 7451 NW Evergreen Parkway,
Hillsboro, Oregon, 97124 Tel: 503-640-7500 Fax: 503-640-7509
FOR IMMEDIATE RELEASE
ALL FINANCIAL MEDIA: DARREN BRANDT, FEI COMPANY FINANCIAL CONTACT:
SLOANE PR, 212-446-1861 VEECO FINANCIAL CECILIA WILKINSON, PONDELWILKINSON
CONTACT: DEBRA WASSER, VP OF IR & CORP. MS&L 310-207-9300
COMMUNICATIONS, 516-677-0200, X1472 FEI COMPANY TRADE CONTACT: DAN ZENKA,
VEECO TRADE CONTACT: FRAN BRENNEN, CORPORATE COMMUNICATIONS MANAGER,
DIRECTOR OF MARKETING COMMUNICATIONS, 503-640-7500
516-677-0200 X1222
VEECO INSTRUMENTS AND FEI COMPANY ANNOUNCE
SIGNING OF DEFINITIVE MERGER AGREEMENT
- CREATES THE 3RD LARGEST U.S. METROLOGY COMPANY AND THE LEADER IN THE
FASTEST GROWING 3D METROLOGY SEGMENT
- COMBINES COMPLEMENTARY TECHNOLOGIES SERVING SIMILAR MARKETS WITH NO
OVERLAPPING PRODUCTS, CREATING MARKET EXPANSION OPPORTUNITIES
- IMPROVES PROFITABILITY THROUGH EXPANDED GROSS MARGINS AND COST
SYNERGIES
- JOINS COMPANIES WITH STRONG REVENUE AND PROFIT GROWTH TRACK RECORD
WOODBURY, NY AND HILLSBORO, OR/JULY 12, 2002--Veeco Instruments Inc.
(Nasdaq:VECO) and FEI Company (Nasdaq: FEIC) today announced the signing of a
definitive merger agreement to combine the companies into a world leader in 3D
metrology and process equipment. FEI will become a wholly owned subsidiary of
Veeco, and Veeco will be renamed Veeco FEI Inc. The company will continue to
trade on the Nasdaq market under the ticker symbol VECO.
Pursuant to the agreement, unanimously approved by the Boards of Directors of
both companies, FEI stockholders will receive 1.355 shares of Veeco common stock
for each share of FEI they own. Based upon FEI's approximately 32 million
diluted shares outstanding, the FEI stockholders will receive approximately 44
million Veeco FEI shares with a current value of approximately $1 billion. The
merger, which will be accounted for using the purchase method, is intended to be
tax-free to FEI stockholders, and is expected to close during the fourth quarter
of 2002 following approval of each company's stockholders, certain regulatory
approvals and other customary closing conditions.
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VEECO FEI MERGER AGREEMENT
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The transaction is expected to be accretive to Veeco's current 2003 analyst
consensus estimates on a pro-forma basis. The transaction is expected to be
dilutive to Veeco on a GAAP basis when including the expected impact of purchase
accounting on amortization expense, in-process R&D write-off, inventory
capitalization and SAB 101 deferred revenue recognition. Veeco FEI management
will provide further information on the expected impact of purchase accounting
on the combined company's financial statements upon completion of the merger.
Veeco and FEI managements currently anticipate operating synergies of
approximately $8-10 million on an annualized basis resulting from integration of
the companies' sales and support networks, supplier management, and
manufacturing and administrative efficiencies.
Vahe A. Sarkissian, FEI's Chairman, President and Chief Executive Officer, will
become Chairman of the Board and Chief Strategy Officer of Veeco FEI; Edward H.
Braun, Veeco's Chairman, President and Chief Executive Officer, will remain
Chief Executive Officer and President. Veeco FEI's Board of Directors will have
13 members, seven of whom are current members of Veeco's Board (including Mr.
Braun), five of whom are current members of FEI's Board (including Mr.
Sarkissian), and one of whom will be designated by Philips Business Electronics
International B.V., a significant stockholder of FEI. John F. Rein, Jr., Veeco's
Executive Vice President and Chief Financial Officer will retain his position as
CFO of the combined company.
Veeco FEI's corporate headquarters will be located in Woodbury, NY, the current
Veeco headquarters, and FEI's current headquarters in Hillsboro, Oregon will
remain a significant facility for Veeco FEI as a center of research and
development and manufacturing. Veeco FEI will have approximately 2,900 employees
at its key facilities in North America, Europe, Japan and the Asia-Pacific
region.
In discussing the planned merger, Mr. Sarkissian said, "We believe this merger
has compelling strategic value. Together, we join the ranks of top tier
companies with the critical mass to create more value for our customers and
stockholders. We intend to leverage our enriched technology portfolio to
accelerate growth by delivering broader product offerings to our customers and
building new markets. Additionally, our combined channels should also enhance
growth opportunities and achieve new operating efficiencies. The new Veeco FEI
will be far better
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VEECO FEI MERGER AGREEMENT
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positioned to capitalize on the economic upturn, with a combined management team
that has a proven track record of building companies with strong revenue and
profit growth."
Mr. Braun commented: "The combination of Veeco and FEI creates a leading
metrology and process equipment company, providing solutions for growth
opportunities in semiconductor, data storage, telecom/wireless and scientific
research markets. Based on combined 2001 sales of $825 million, together we
become the sixth largest U.S. semiconductor equipment company and the third
largest U.S. supplier of metrology equipment. We believe that FEI is an
excellent partner for Veeco, with leadership in complementary technology
products, a track record of profitability, a solid balance sheet, and a strong
management team. The merger should benefit our customers through an enhanced
Veeco FEI technology portfolio, a stronger research and development effort and
improved global support."
Each company expects to meet guidance provided for the second quarter of 2002.
Veeco's previous guidance for the second quarter of 2002 was: revenues of
between $75-80 million, bookings greater than $70 million, and pro-forma
earnings per share approximating break-even (excluding amortization expense).
FEI's previous guidance for the second quarter of 2002 was: revenues of
approximately $80 million, bookings of approximately $75 million and cash
earnings per share of approximately $0.15. Veeco and FEI are currently expected
to report their second quarter results separately on July 29th.
INVESTOR CONFERENCE CALL
The Chief Executive Officers of Veeco and FEI will host a conference call at
10:00 am EDT (7:00 am PDT) today, Friday, July 12th to discuss the merger.
Investors and other interested parties may listen to the call live by calling
800-314-7867(domestic/toll-free) or 719-867-0640 (international callers) or
through an audio web cast at either WWW.VEECO.COM or WWW.FEICO.COM. An audio
replay of the call will be available at 888-203-1112 or 719-457-0820
(confirmation code 491789) as well as archived for future reference on both
websites until July 26th. Additionally, a PowerPoint presentation illustrating
the points made on the conference call will be available in the investor
relations section of each website.
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VEECO FEI MERGER AGREEMENT
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SEC FILINGS
In connection with their proposed merger, Veeco and FEI will be jointly
preparing a proxy statement/registration statement on Form S-4 containing a
prospectus relating to the shares to be issued to FEI stockholders and will be
filing such joint proxy statement/registration statement on Form S-4 containing
a prospectus relating to the shares to be issued to FEI stockholders with the
SEC as soon as practicable. Investors and security holders are urged to read
this document when it becomes available because it will contain important
information about the proposed merger. Investors and security holders may obtain
copies of this document, when it has been filed with the SEC, as well as other
SEC filings of Veeco and FEI, free of charge from the SEC's website at
WWW.SEC.GOV as well as from the applicable company by directing a request to
Investor Relations for Veeco, at (516) 677-0200, Ext. 1403 and to Investor
Relations for FEI, at (503) 640-7500 Ext. 7527.
Veeco and its executive officers and directors may be deemed to be participants
in the solicitation of proxies from the Veeco and FEI stockholders with respect
to the Veeco/FEI transaction. Information regarding such individuals is included
in Veeco's proxy statement dated April 9, 2002 relating to its 2002 annual
meeting of stockholders, available free of charge from the SEC and Veeco as
indicated above.
FEI and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from the FEI and Veeco stockholders with respect to
the Veeco/FEI transaction. Information regarding such individuals is included in
FEI's proxy statement dated April 17, 2002 relating to its 2002 annual meeting
of stockholders, available free of charge from the SEC and FEI as indicated
above.
Veeco and FEI will each be filing with the SEC, within a few days, current
reports on Form 8-K containing the full text of their merger agreement. These
filings will be available free of charge from the SEC and the applicable company
as identified above.
ABOUT VEECO
Veeco, with 2001 revenues of $449 million, is a worldwide leader in process
equipment and metrology tools for the telecommunications/ wireless, data
storage, semiconductor and research
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VEECO FEI MERGER AGREEMENT
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markets. Manufacturing and engineering facilities are located in New York,
California, Colorado, Arizona and Minnesota. Global sales and service offices
are located throughout the United States, Europe, Japan and Asia Pacific.
Additional information on Veeco can be found at www.veeco.com.
ABOUT FEI
FEI, with 2001 revenues of $376 million, is the 3D innovator and leading
supplier of Structural Process Management(TM) solutions to semiconductor,
data storage, structural biology and industrial companies. FEI's industry
leading Dual-Beam(TM) and single column focused ion and electron beam
products allow advanced three-dimensional metrology, device editing,
trimming, and structural analysis for management of sub-micron structures.
Headquartered in Hillsboro, Oregon, FEI has additional development and
manufacturing operations located in Peabody, Massachusetts; Sunnyvale,
California; Eindhoven, The Netherlands; and Brno, Czech Republic. Additional
information on FEI can be found at WWW.FEICO.COM.
SAFE HARBOR STATEMENT
Statements in this news release that are not historical fact and that relate to
future plans or events are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements about prospects for future growth, the success of
the proposed merger, product revenues, market acceptance of technology and
improved economic conditions. These statements are subject to risks and
uncertainties. Factors that could materially affect the companies' outlook
include, but are not limited to, the companies' ability to successfully
consummate the merger and to achieve the anticipated benefits of the merger,
downturns in the semiconductor manufacturing market, lower than expected
customer orders, cancellation of customer orders, increased competition and new
product offerings from competitors, failure of the company to introduce products
as planned, failure of the company's products and technology to find acceptance
with customers, as well as business conditions and growth in the electronics
industry and general economy, both domestic and foreign. Additional factors that
could materially decrease revenues prospects and market acceptance
internationally include fluctuations in interest and exchange rates (including
changes in relevant foreign currency exchange rates between time of sale and
time of payment) and changes in trade policies and tariff regulations. Moreover,
there is no certainty that economic conditions will improve in the near future.
These and other factors that could cause actual results to differ materially
from the forward-looking statements are included in the companies' filings with
the Securities and Exchange Commission.
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