Exhibit 99.1
Brooks Automation and Helix Technology Agree to Merge
Monday, July 11, 2005
Strategic Business Combination Creates a Leading Provider of Integrated
Subsystem Solutions to the Semiconductor Capital Equipment Industry
CHELMSFORD and MANSFIELD, Mass., July 11 /PRNewswire-FirstCall/ -- Brooks
Automation, Inc. ("Brooks") (Nasdaq: BRKS), a leading provider of hardware and
software automation solutions to the global semiconductor industry, and Helix
Technology Corporation ("Helix") (Nasdaq: HELX), a global leader in the
development and application of innovative solutions in the field of vacuum
technology, today announced that they have signed a definitive agreement under
which Brooks will acquire Helix. The strategic business combination of Brooks
and Helix will create a leading provider of integrated subsystem solutions to
the semiconductor capital equipment industry, with trailing annual revenues
totaling more than $720 million.
Under the terms of the definitive agreement, which was unanimously approved by
the boards of directors of both companies, Helix stockholders will receive 1.11
shares of Brooks common stock for each share of Helix common stock. Based on the
closing price of Brooks common stock on July 8, 2005, the transaction values
Helix at $454 million. Brooks stockholders will own 61% and Helix stockholders
will own 39% of the combined company on a fully diluted basis. The transaction
is expected to be significantly accretive to Brooks' earnings within the first
year and to be tax-free to the stockholders of both companies for U.S. federal
income tax purposes.
Edward C. Grady, president and chief executive officer of Brooks, will be
president and chief executive officer of the combined company, which will be
known as Brooks Automation. The combined enterprise will have an Office of the
President, which will include James Gentilcore, currently Helix president and
chief executive officer, as president and chief operating officer of a newly
created Semiconductor Products Group; and Joseph M. Bellini, currently executive
vice president and general manager of the Brooks Software Division, as president
and chief operating officer of a newly created Enterprise Software Group. The
combined company's board of directors will be composed of 10 members, including
the 7 current members of the Brooks board and 3 additional members from Helix's
current board. In addition, one non-voting emeritus director will be selected by
Helix. The combined company will be headquartered in Chelmsford, Massachusetts.
"We expect this transaction to be significantly accretive to Brooks' earnings in
our fiscal year 2006," said Edward C. Grady, president and chief executive
officer of Brooks Automation. "In addition, we believe we will be able to
capture significant operating efficiencies that will position us to accelerate
earnings growth and enhance our financial performance throughout business
cycles, and thereby benefit all the stakeholders of the combined enterprise.
Moreover, by combining the strong, market-leading products of Brooks and Helix,
particularly in the vacuum products segment, we believe we will be significantly
better positioned to deliver increased value as a major systems supplier to
our customers while continuing to build value for our stockholders and
employees."
Mr. Grady continued: "As semiconductor capital equipment manufacturers
increasingly outsource their systems, we have strengthened our leadership
position in what we believe is the fastest-growing segment within tool
automation, the vacuum modules and systems business. In addition, the strong
global service and support capabilities of the Helix organization will
substantially increase Brooks' abilities in that area."
James Gentilcore, president and chief executive officer of Helix Technology,
said: "The complementary skills, technologies and product offerings of Brooks
and Helix will create a strong platform for delivering unique, integrated vacuum
systems to both existing and new customers. Helix's world-class process vacuum
technology, thermal management offerings and global services complement Brooks'
vacuum tool automation modules and systems, enabling the combined enterprise to
enhance its customer value proposition and more effectively pursue attractive
growth opportunities. As the industry continues to move towards consolidation,
it is more critical than ever to have the size and scale required to compete
successfully for continued market leadership. We believe this important and
exciting transaction is a unique opportunity to create significant value for the
stockholders, customers and employees of the combined enterprise."
Completion of the transaction is subject to the applicable Hart-Scott-Rodino
waiting period, stockholder approval of each company, and other customary
closing conditions, and is expected to occur in the fourth calendar quarter of
2005.
Credit Suisse First Boston LLC acted as financial advisor and Ropes & Gray LLP
acted as legal advisor to Brooks. Needham and Company, LLC rendered a fairness
opinion to Brooks. Morgan Stanley & Co. Incorporated acted as financial advisor
and Palmer & Dodge LLP acted as legal advisor to Helix.
Conference Call and Webcast
Brooks and Helix will host a joint conference call on July 11, 2005, at 9:00
a.m. Eastern (6:00 a.m. Pacific), at which Messrs. Grady and Gentilcore and
other senior executives will discuss the transaction and answer questions from
analysts, investors and other interested parties.
Conference Call Date: July 11, 2005
Time: 9:00 a.m. Eastern (6:00 a.m. Pacific)
Dial in #: (719) 457-2654
Passcode: 9246842
A live Webcast of this conference call will be available in the investor
relations section of the Brooks Web site, http://www.brooks.com, and Helix Web
site, http://www.helixtechnology.com, under the title "Brooks and Helix
Transaction Announcement Webcast."
An archive of this Webcast will be made available following the conference call,
and can be accessed for at least the next twelve months on the section for
Webcasts at http://www.brooks.com and http://www.helixtechnology.com under the
title "Brooks and Helix Transaction Announcement Webcast." A telephone replay
will also be made available following the call at the following number: (719)
457-0820 beginning at 1:00 p.m. Eastern, Monday, July 11, 2005, and available
for 7 days. The passcode for the replay is 9246842.
About Brooks Automation, Inc.
Brooks (Nasdaq: BRKS) is a leading worldwide provider of automation solutions to
the global semiconductor and related industries. The company's factory and tool
automation hardware, software and professional services can manage every wafer,
reticle and data movement in the fab, helping customers improve throughput and
yield while reducing both cost and time to market. Brooks products and services
are used in virtually every fab in the world as well as by many customers in
industries outside of semiconductor manufacturing. For more information, visit
http://www.brooks.com.
About Helix Technology
Helix Technology Corporation (Nasdaq: HELX) is a global leader in the
development and application of innovative solutions in the field of vacuum
technology. Helix product offerings provide a broad range of components and
subsystems that are key to the manufacture of semiconductors, flat panel
displays and data storage devices. In addition, Helix's highly regarded Global
Support activity provides critical ongoing operational support services to
semiconductor device producers throughout the world. For more information, visit
http://www.helixtechnology.com.
Important Additional Information to be Filed with the SEC
In connection with the proposed transaction, Brooks plans to file a Registration
Statement on Form S-4 containing a Joint Proxy Statement/Prospectus with the
Securities and Exchange Commission ("SEC"). Security holders of each company and
other investors are urged to read the Registration Statement and any other
relevant documents filed with the SEC, including the Joint Proxy
Statement/Prospectus that will be part of the Registration Statement, when they
become available because they will contain important information about Brooks,
Helix, the proposed transaction and related matters. The final Joint Proxy
Statement/Prospectus will be mailed to stockholders of Brooks and Helix.
Security holders and investors of Brooks and Helix will be able to obtain free
copies of the Registration Statement and the Joint Proxy Statement/Prospectus,
when they become available, as well as other filings with the SEC that will be
incorporated by reference into such documents, containing information about
Brooks and Helix, without charge, at the SEC's Internet site
(http://www.sec.gov). These documents can also be obtained, without charge, by
directing a request to Brooks Automation, 15 Elizabeth Drive, Chelmsford, MA
01824, Attention: Investor Relations Dept., telephone: 978-262-2602, or at
mark.chung@brooks.com; or to Helix Technology Corporation, Nine Hampshire
Street, Mansfield, MA 02048, Attention: Investor Relations Dept., telephone:
(508) 337-5111, or at investors@helixtechnology.com.
In addition, investors and security holders may access copies of the documents
filed with the SEC by Brooks or Helix on their respective Web sites at
http://www.brooks.com or http://www.helixtechnology.com.
Participants in Solicitation
Brooks, Helix and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from Brooks and Helix stockholders in respect of the
proposed transaction. Information regarding Brooks' participants is available in
Brooks' Annual Report on Form 10-K for the year ended September 30, 2004, and
the proxy statement, dated January 10, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Information regarding Helix's
participants is available in Helix's Annual Report on Form 10-K for the year
ended December 31, 2004, and the proxy statement, dated May 2, 2005, for its
2005 annual meeting of stockholders, which are filed with the SEC. Additional
information regarding interests of such participants will be included in the
Registration Statement containing the Joint Proxy Statement/Prospectus to be
filed with the SEC.
Cautionary Statement Concerning Forward-Looking Statements. Statements in this
press release regarding the proposed transaction, and the expected timetable for
completing the transaction, constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These include
statements concerning the benefits of the proposed transaction, the combined
company's status as a premier provider of integrated subsystems solutions
primarily for the semiconductor capital equipment market; trends in the
semiconductor manufacturing industry, including the trend among semiconductor
capital equipment manufacturers to outsource production of certain of their
systems and growth trends within the market segments in which the combined
company will compete; the strength, profitability and capabilities of the
combined company; the ability of the combined company to achieve efficiencies,
profitability and growth; the capabilities and market acceptance of the combined
company's products going forward; the impact of the acquisition and merger in
mitigating the volatility of financial performance; and the importance of size
and scale as a factor in competing in the market segments in which the combined
company will operate. Such statements are based upon the current beliefs and
expectations of Brooks' and Helix's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. Any statements that are not statements of historical
fact (including statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions) should also be
considered to be forward- looking statements. There are a number of important
factors that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the ability to
obtain governmental approvals of the transaction on the proposed terms and
schedule; the failure of Brooks and Helix stockholders to approve the
transaction; the ability of Brooks to successfully integrate Helix's operations
and employees; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers and employees; and competition and its
effect on pricing, spending, third-party relationships and revenues. Additional
factors that may affect future results are contained in Brooks' and Helix's
filings with the SEC, including Brooks' Annual Report on Form 10-K for the year
ended September 30, 2004 and Helix's Annual Report on Form 10-K for the year
ended December 31, 2004, which are available at the SEC's Internet site
(http://www.sec.gov). The information set forth herein speaks only as of the
date hereof, and Brooks and Helix disclaim any intention or obligation to update
any forward-looking statements as a result of developments occurring after the
date of this press release.
Contacts:
Mark B. Chung Beverly L. Couturier
Director of Investor Relations Director of Investor Relations
Brooks Automation, Inc. Helix Technology Corporation
Telephone: (978) 262-2459 Telephone: (508) 337-5111
mark.chung@brooks.com BCouturier@helixtechnology.com
SOURCE Brooks Automation, Inc.