FOR IMMEDIATE RELEASE
Contact:
John Heaton Stan Piekos
President & CEO CFO
Nanometrics August Technology
408.435.9600 952.820.0080
jheaton@nanometrics.com stan.piekos@augusttech.com
Nanometrics and August Technology Announce Agreement to Merge
Merger will Create Global Leader in Metrology and Inspection
Milpitas, California - January 21, 2005 - Nanometrics Incorporated (NASDAQ:NANO)
and August Technology Corporation (NASDAQ:AUGT) jointly announced today that
they have entered into a merger agreement to create a combined company providing
comprehensive inspection, measurement and analysis systems to the global
semiconductor, flat panel display and related microelectronic industries.
Under the terms of the merger agreement, Nanometrics will reincorporate in
Delaware, each share of Nanometrics common stock will be exchanged for one share
of Nanometrics Delaware (a subsidiary of Nanometrics formed in connection with
the reincorporation) and each share of August Technology common stock will be
exchanged for 0.6401 of a share of Nanometrics Delaware. The transaction is
conditioned on obtaining requisite shareholder approvals from the shareholders
of both companies, necessary regulatory clearances and other customary closing
conditions, including the receipt of legal opinions that the transaction will
qualify as a "reorganization" under the Internal Revenue Code. The companies
expect to close the transaction during the second quarter of 2005.
The combined company will be named August Nanometrics Inc. The board of
directors of the combined company will consist of seven directors - three
directors selected from the Nanometrics board, including Vincent J. Coates and
John Heaton, and three directors selected from the August Technology board,
including Jeff O'Dell. Coates, currently chairman of the board of directors of
Nanometrics, will be chairman of the board of directors of the combined company;
Heaton, currently the CEO of Nanometrics, will be the CEO of the combined
company; and Stan Piekos, currently the CFO of August Technology, will be the
CFO of the combined company. O'Dell will remain as a principle executive of the
combined company, remaining active in areas of strategic marketing and planning,
reporting directly to John Heaton.
89
The combined company will offer complementary product lines of yield maximizing
metrology and defect inspection. "This merger makes great business sense," said
Heaton. "We join two strong product lines with little overlap, and bring to
market a better fab-wide solution with advanced macro inspection, critical
dimension (CD) and film thickness metrology aimed at the most challenging wafer
processing areas such as lithography. By combining R&D, service and other
resources, we believe we can deliver excellent quality products to our
customers."
"We believe our customers and the industry will benefit from the merger for
several reasons," said O'Dell. "First, we believe it allows two customer-driven
organizations, each with creative, innovative cultures to be more responsive on
a global basis; second, by leveraging our R&D efforts, we believe we can provide
leading-edge technology where it is needed most. And third, we believe our
ability to employ review and characterization software to analyze a broad array
of defect, film thickness and critical dimension data - from both the front-end
and final manufacturing - will give our customers a more comprehensive approach
to maximizing yield improvement."
Piekos added, "The merger will create a company employing over 550 people
worldwide with combined proforma 2004 revenues of approximately $140 million and
a strong balance sheet providing increased financial resources to support global
microelectronic device manufacturers."
A conference call discussing the agreement will be held on Friday, January 21,
2005 at 2:00 p.m. EST (1:00 p.m. CST, 11:00 a.m. PST). To participate in the
call, please dial 719-457-0349 prior to the start time and use participant code
2883344. A webcast of the conference call will also be available live via the
Internet on August Technolgy's website at www.augusttech.com and the Nanometrics
website at www.nanometrics.com. An archived replay of the webcast will be
available shortly following the call and continuing through January 28, 2005. To
listen to the call live, please visit the website at least fifteen minute
beforehand to download and install any necessary audio software.
About Nanometrics
Nanometrics is a leader in the design, manufacture and marketing of
high-performance process control metrology systems used in the manufacture of
semiconductors, integrated circuits and flat panel displays. Nanometrics
metrology systems measure various thin film properties, critical circuit
dimensions and layer-to-layer circuit alignment (overlay) during various steps
of the manufacturing process, enabling semiconductor and integrated circuit
manufacturers to improve yields, increase productivity and lower their
manufacturing costs. The Company maintains its headquarters in Milpitas, CA, and
sales and service offices worldwide. Nanometrics' website is:
http://www.nanometrics.com.
90
About August Technology
August Technology's automated inspection, metrology and data analysis solutions
provide critical product and process enhancing information, which enables
microelectronic device manufacturers to drive down costs and time to market.
With the first all-surface advanced macro inspection solution, August Technology
has incorporated frontside, backside and wafer edge inspection in a single
system. Following detection August Technology's decision tools correlate the
defect data across surfaces and provide the comprehensive information necessary
for device manufacturers to make process-enhancing decisions. Headquartered in
Bloomington, Minnesota, August Technology supports its customers with a
worldwide sales and service organization. Additional information can be found on
the company's web site at www.augusttech.com.
Cautionary Statement for the Purpose of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. In some cases, forward-looking statements can be identified by words such
as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar
expressions. Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Such forward-looking statements
are based upon current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The forward-looking
statements contained in this press release include statements about future
financial and operating results and the proposed Nanometrics/August Technology
merger. These statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to predict, and
are based upon assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed herein. For example, if either of the companies does not receive
required shareholder or governmental approvals or fails to satisfy other
conditions to closing, the transaction will not be consummated. In any
forward-looking statement in which Nanometrics or August Technology expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: the risk that the Nanometrics and August Technology businesses will
not be integrated successfully; costs related to the proposed merger; failure of
the Nanometrics or August Technology shareholders to approve the proposed
merger; and other economic, business, competitive and/or regulatory factors
affecting Nanometrics' and August Technology's businesses generally, including
those set forth in Nanometrics' and August Technology's filings with the SEC,
including their Annual Reports on Form 10-K for their respective most recent
fiscal years, especially in the Management's Discussion and Analysis section,
91
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. All forward-looking statements included in this press release are
based on information available to Nanometrics and August Technology on the date
hereof. Nanometrics and August Technology undertake no obligation (and expressly
disclaim any such obligation) to update forward-looking statements made in this
press release to reflect events or circumstances after the date of this press
release or to update reasons why actual results could differ from those
anticipated in such forward-looking statements.
Additional Information and Where to Find It
Nanometrics Incorporated, August Technology Corporation and Minor League Merger
Corporation (which will be renamed by Nanometrics Incorporated and August
Technology Corporation in connection with the proposed merger) intend to file a
joint proxy statement/prospectus in connection with the merger transaction
involving Nanometrics Incorporated, Major League Merger Corporation (a
subsidiary of Nanometrics formed in connection with the proposed merger), Minor
League Merger Corporation and August Technology Corporation. Investors and
security holders are urged to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Nanometrics Incorporated and August Technology Corporation and security
holders may obtain a free copy of the joint proxy statement/prospectus (when it
is available) and other documents filed by Nanometrics Incorporated and August
Technology Corporation with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at http://www.sec/gov. The joint
proxy statement/prospectus and these other documents may also be obtained for
free from Nanometrics Incorporated or August Technology Corporation investor
relations at investors@nanometrics.com and invest@augusttech.com, respectively.
August Technology Corporation and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the stockholders
of August Technology Corporation and Nanometrics Incorporated with respect to
the transactions contemplated by the merger agreement. Information regarding
such officers and directors is included in August Technology Corporation's Proxy
Statement for its 2003 Annual Meeting of Stockholders filed with the Securities
and Exchange Commission on March 11, 2004. This document is available free of
charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from August Technology Corporation investor relations at
invest@augusttech.com.
Nanometrics Incorporated and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders of
August Technology Corporation and Nanometrics Incorporated with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Nanometrics Incorporated's Proxy Statement
for its 2003 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on April 23, 2004. This document is available free of charge
at the Securities and Exchange Commission's web site at http://www.sec.gov and
from Nanometrics Incorporated investor relations at investors@nanometrics.com.
# # #