Exhibit 99.1
Nanometrics and Rudolph Announce Merger Agreement To Create a Premier Semiconductor Process Control
Company
Complementary products and increased scale will benefit consolidated customer base
Combination increases served available market (SAM) opportunity to approximately $3B
Global Scale: accelerates R&D in complementary competencies while increasing worldwide customer
presence to support leading customers – from wafer fabrication through final device packaging
Expected to generate at least $20M of annual cost synergies
MILPITAS, Calif. and WILMINGTON, Mass. – June 24, 2019 – Nanometrics Incorporated (NASDAQ: NANO), a leading provider of advanced process control metrology and software analytics, and Rudolph Technologies, Inc. (NYSE: RTEC), a leading provider of semiconductor process control systems, lithography equipment, and software for wafer fabs and advanced packaging facilities, today announced that they have agreed to combine in anall-stock merger of equals transaction. The merged company will be a premierend-to-end metrology, inspection, process control software, and lithography equipment provider for the semiconductor industry and other advanced markets.
Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Rudolph stockholders will receive 0.8042 shares of Nanometrics common stock for each Rudolph share. Upon completion of the merger, current Nanometrics stockholders will own approximately 50% and current Rudolph stockholders will own approximately 50% of the combined company.
Rudolph CEO Michael Plisinski will serve as Chief Executive Officer and Rudolph CFO Steven Roth will serve as Chief Financial Officer of the combined company, alongside a highly experienced leadership team comprised of executives from both companies. The Board of Directors will be led by Nanometrics director Christopher Seams and will have 12 directors, consisting of six from each existing Board. The combined company will be headquartered in Wilmington, Massachusetts and will maintain a strong presence at Nanometrics’ headquarters in Milpitas, California.
Nanometrics President and Chief Executive Officer, Pierre-Yves Lesaicherre said, “Nanometrics has a long history of innovation in the field of optical metrology, pioneering the use of scatterometry for semiconductor process control. In recent years, we have established a strong position in optical critical dimension metrology, enabling the ramp of advanced technology nodes by each of the major semiconductor manufacturers worldwide. Our merger announced today with Rudolph marks the culmination of our respective businesses’ growth, diversification, and increased scale. We believe the combined global support organizations, technology development teams and product portfolio will create a unique,end-to-end solution provider across the entire semiconductor fabrication process. The combined company will be able to provide improved device yield at reduced manufacturing cycle time, supporting the accelerated product life cycles in the semiconductor and other advanced markets.”