Exhibit 99.3
Form of Email to Nanometrics suppliers, dated June 24, 2019
Dear [NAME],
I wanted to reach out to share some exciting news. Today, Nanometrics and Rudolph announced an agreement to merge. Together, we’ll be a premierend-to-end metrology, inspection, process control software, and lithography equipment provider for the semiconductor industry and other advanced markets. You can find the press release announcing the news and additional details on our respective websites.
We’re excited about our future, but for now, nothing changes. Until the transaction closes – which we expect will be in the second half of 2019 — it is business as usual, and both companies will continue to operate as separate entities. For now, your point of contact remains the same. If this should change after the merger closes, you will be notified promptly.
We firmly believe this combination will provide significant benefits for all of our stakeholders, including our customers. By bringing togetherfront-end metrology with inspection solutions, the new company will have the opportunity to offer more comprehensive process control solutions to the world’s leading semiconductor device manufacturers.
With increased scale and portfolio diversification, 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.
As a key partner, we wanted to personally make you aware of this exciting announcement. I am always available to answer any questions you may have and we will keep youup-to-date as much as we can along the way.
Sincerely,
[NAME]
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of Nanometrics Incorporated (“Nanometrics”) and Rudolph Technologies, Inc. (“Rudolph”). Statements in this communication regarding Nanometrics, Rudolph, or the proposed business combination between Nanometrics and Rudolph (the “Proposed Transaction”) that are forward-looking, including statements regarding the anticipated benefits of the Proposed Transaction , the impact of the Proposed Transaction on Nanometrics’ and Rudolph’s employees, business and future financial and operating results, the amount and timing of synergies from the Proposed Transaction , and the closing date for the Proposed Transaction , are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Nanometrics’ and Rudolph’s control. These factors and risks include, but are not limited to, (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Nanometrics’ and Rudolph’s products and solutions; (ii) the ability of Nanometrics or Rudolph to meet rapid demand shifts; (iii) the ability of Nanometrics or Rudolph to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) the companies’ concentrated customer bases; (v) the ability of Nanometrics or Rudolph to identify, effect and integrate acquisitions, joint ventures or other