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For more information, contact:
Roger K. Marach, Chief Financial Officer
SpeedFam International, Inc.
(602) 705-2100
John S. Hodgson, Vice President and
Chief Financial Officer
Lisa Lyscio, Director, Investor Relations
Integrated Process Equipment Corp.
(602) 517-7200
FOR IMMEDIATE RELEASE
SPEEDFAM AND IPEC AGREE ON MERGER
TO CREATE THE LEADING MANUFACTURER OF CMP SYSTEMS
IN THE GLOBAL SEMICONDUCTOR CAPITAL EQUIPMENT MARKET
CHANDLER, Ariz.; SAN JOSE, Calif.--November 19, 1998--SpeedFam International
Inc. (NASDAQ:SFAM) and Integrated Process Equipment Corp. (IPEC) (NASDAQ:IPEC),
two leading suppliers of chemical mechanical planarization (CMP) systems to the
semiconductor industry worldwide, today jointly announced the execution of a
definitive merger agreement. The board of directors of each company has
approved the agreement. Under its terms, all IPEC operations, technologies,
products and services will be integrated with those of SpeedFam in a new entity
that will be called SpeedFam-IPEC. The combined annual revenues of SpeedFam and
IPEC--based on their results for the fiscal years ended May 31 and June 30,
1998, respectively--were $374.3 million.
Under the terms of the merger agreement, SpeedFam shareholders will retain
their existing shares of common stock. IPEC stockholders will receive 0.71 of a
share of SpeedFam common stock for each share of IPEC common stock that they
currently own. The approximate value of the transaction, based on the closing
common stock prices for each company on November 19, 1998, is $195.9 million.
The merged company's board of directors will consist of nine members, five from
SpeedFam and four from IPEC. These will be primarily outside board members.
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SpeedFam and IPEC Agree on Merger
"This merger will create the preeminent leader in CMP with more than 1,000
systems installed worldwide, and the broadest range of CMP systems available
today," said Richard J. Faubert, president and chief executive officer of
SpeedFam. "We believe that our complementary product lines -- IPEC's orbital
AvantGaard systems and SpeedFam's rotational Auriga systems -- set industry
standards for flexibility and high throughput. In our view, the combined
technologies will enable the new company to better serve customers by offering
systems optimized to support the entire range of CMP applications."
"The combined technological strengths of SpeedFam and IPEC will have a
synergistic effect, enabling the advance design of products and processes that
anticipate customers' future needs," added Roger D. McDaniel, president and
chief executive officer of IPEC. "The new entity will be better positioned to
serve its combined customer base worldwide through a comprehensive global sales,
service and support infrastructure. Finally, its strong financial position,
combining the revenues and assets of both companies, will enable the new company
to fund and execute its plans for continued growth and market leadership."
The senior management team of the merged entity will consist of the
following executives of each company:
-- Co-chairmen of the board: James N. Farley, chairman, SpeedFam, and
Sanjeev R. Chitre, chairman, IPEC
-- Vice chairman of the board: Makoto Kouzuma, vice chairman, SpeedFam
-- President and chief executive officer: Richard J. Faubert, president
and chief executive officer, SpeedFam
-- Chief operating officer and president of the CMP Group: Ralph D.
Hartung, chief operating officer, IPEC
-- Chief financial officer and treasurer: Roger K. Marach, chief financial
officer and treasurer, SpeedFam.
"The formation of this new management team is genuinely exciting," said
Faubert. "It comprises 'the best and the brightest' in the CMP industry today.
I'm looking forward to combining the world-class talents of the IPEC and
SpeedFam teams."
The transaction described above is subject to approval by SpeedFam
shareholders and IPEC stockholders, normal regulatory approvals and other
customary conditions. The merger is intended to
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SPEEDFAM AND IPEC AGREE ON MERGER
quality as a tax-free reorganization and to be accounted for as a pooling of
interests. The transaction is expected to be consummated in approximately 90
days.
SPEEDFAM INTERNATIONAL, INC.
SpeedFam International, Inc. designs, develops, manufactures, markets and
supports chemical mechanical planarization (CMP) systems used in the fabrication
of semiconductor devices and other high-throughput precision surface processing
systems. SpeedFam's flat surface processing systems are also used in the thin
film memory disk media, silicon wafer and general industrial components markets.
In addition, the company markets and distributes polishing liquids (slurries),
parts and consumables used in its customers' manufacturing processes. SpeedFam
International, Inc. owns a 50-percent interest in each of two joint ventures,
SpeedFam Co., Ltd. (the Far East Joint Venture) and Fujimi Corporation.
INTEGRATED PROCESS EQUIPMENT CORP.
Integrated Process Equipment Corp. (IPEC) is a leading supplier of chemical
mechanical planarization systems used in the manufacture of advanced
semiconductors. IPEC Planar manufactures CMP equipment and CMP-related products.
IPEC Precision manufactures advanced plasma-assisted etching and metrology
equipment.
Certain statements in this news release constitute 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of SpeedFam International and Integrated Process Equipment Corp.
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These risks,
uncertainties and other factors include the satisfaction of merger closing
conditions; regulatory, shareholder and stockholder approvals of the merger; the
actual closing of the merger; the actual effects of the merger on the combined
companies and their customers; the timely development and market acceptance of
the combined companies' future product offerings; the combined companies'
ability to successfully integrate and achieve desired operating synergies and
results; and others discussed in SpeedFam International's and Integrated Process
Equipment Corp.'s respective filings with the Securities and Exchange Commission
(SEC). This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities. The offering with respect to the proposed merger
will be made only by the proxy statement/prospectus that will be distributed to
shareholders and stockholders in connection with the consideration of the
transaction.
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