Rudolph Technologies, Inc. (NASDAQ: RTEC), aleading provider of process control equipment for thin film measurement andmacro defect inspection, announced today that its merger with AugustTechnology Corporation has been completed. August Technology is a marketleader in defect inspection and analysis for front-end processes and finalmanufacturing.
The merger was approved by August Technology's shareholders, and theissuance of shares of Rudolph common stock was approved by Rudolph'sstockholders, at their respective special meetings held earlier today.
Paul F. McLaughlin, Chairman and Chief Executive Officer of RudolphTechnologies, commented, "we are extremely pleased to be announcing thecompletion of this merger. We feel confident that the new Rudolph ispositioned for strong, long-term profitable growth, exceptionaltechnological innovation and increased market penetration, providingsignificant and exciting opportunities for our shareholders, employees andcustomers." Mr. McLaughlin further noted, "we believe that leveraging thefront and back-end knowledge of Rudolph and August Technology places thecombined company in a unique position as a leading provider of one of thebroadest and most complete process control offerings in inspection andmetrology solutions."
"We appreciate the support of our shareholders," said Jeff O'Dell, Chairmanand Chief Executive Officer of August Technology Corporation. "We expectthat the combination of Rudolph and August will create a leading globalcompetitor in the semiconductor capital equipment industry. This isstrategically compelling because we believe that our combined resources andexpertise will allow us to continue to invest in the research anddevelopment necessary to bring the best technology to the industry and, atthe same time, enhance our global service and support infrastructure."
Mr. McLaughlin added, "August and Rudolph have gained an increased fabpresence for their new products aimed at the emerging high-growth front-endmacro defect inspection market. Similarly, both companies have introducednew technologies for bump inspection, automatic defect classification andyield management applications. We believe that by leveraging the front andback-end knowledge of the combined companies, the new entity will hold aunique position as a leading provider of one of the broadest and mostcomplete process control offerings in inspection and metrology solutions."
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Rudolph Technologies, with a combined workforce of over 550 employeesworldwide, will continue to be headquartered in Flanders, New Jersey andwill also have operations in Minnesota, Massachusetts and Texas.
Upon completion of the merger, each share of August Technology common stockwas canceled and converted into the right to receive either $10.50 in cashor 0.7625 of a share of common stock, par value $0.001 per share, ofRudolph (the "Rudolph common stock"), or a combination of cash and Rudolphcommon stock, subject to the proration and allocation procedures set forthin the merger agreement, the results of which Rudolph will announcefollowing completion of those computations.
In accordance with Nasdaq trading policies, shares of August Technologycommon stock (AUGT) will continue to trade on The Nasdaq National Marketuntil the market closes today at 4:00 pm (EST); however, those shares willrepresent solely the right to receive the merger consideration.
Also at the Rudolph special meeting, Rudolph's stockholders declined toapprove Rudolph's proposed adoption of the August Technology 1997 StockIncentive Plan. Consequently, options under this plan may be issued to onlyAugust Technology employees and not to Rudolph employees.
About Rudolph Technologies, Inc.
Rudolph Technologies is a worldwide leader in the design, development,manufacture and support of high-performance process control metrology,defect inspection and data analysis systems used by semiconductor devicemanufacturers. Rudolph provides a full-fab solution through its families ofproprietary products that provide critical yield-enhancing information,enabling microelectronic device manufacturers to drive down costs and timeto market. Rudolph has enhanced the competitiveness of its products in themarketplace by anticipating and addressing many emerging trends driving thesemiconductor industry's growth. Rudolph's strategy for continuedtechnological and market leadership includes aggressive research anddevelopment of complementary metrology and inspection solutions.Headquartered in Flanders, New Jersey, Rudolph supports its customers witha worldwide sales and service organization. Additional information can befound on the company's web site at www.rudolphtech.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. In some cases, youcan identify those so-called "forward-looking statements" by words such as"may," "will," "would," "should," "expects," "plans," "anticipates,""believes," "feels," "estimates," "predicts," "potential," or "continue,"or the negative of those words and other comparable words. Rudolph andAugust Technology wish to take advantage of the "safe harbor" provided forby the Private Securities Litigation Reform Act of 1995 and you arecautioned that actual events or results may differ materially from theexpectations expressed in such forward-looking statements as a result ofvarious factors, including risks and uncertainties, many of which arebeyond Rudolph's control. Factors that could cause actual results to differmaterially from the expectations expressed in such forward-lookingstatements include, but are not limited to: (1) cyclicality of thesemiconductor industry; (2) customer concentration; (3) introduction of newproducts by Rudolph's competitors; (4) sole or limited sources of supply;(5) the businesses of Rudolph and August Technology may not be integratedsuccessfully, which may result in the combined company not operating aseffectively and efficiently as expected or such integration may be moredifficult, time-consuming or costly than expected; (6) expected combinationbenefits from the merger may not be fully realized or realized within theexpected time frame; (7) revenues following the merger may be lower thanexpected; (8) costs, customer loss and business disruption, including,without limitation, difficulties in maintaining relationships withemployees, customers, clients or suppliers, may be greater than expectedfollowing the consummation of the merger, or the effects of purchaseaccounting may be different from the companies' expectations; (9) thecredit ratings of the combined company or its subsidiaries may be differentfrom what the companies expect; (10) the businesses of the companies maysuffer as a result of uncertainty surrounding the transaction; (11) theindustry may be subject to future regulatory or legislative actions thatcould adversely affect the companies; (12) the impact of the slowdown inthe overall economy; (13) uncertainty of the current global politicalenvironment; (14) the potential for terrorist attacks; (15) changes incustomer demands for our existing and new products, the timing,cancellation or delay of customer orders and shipments; (16) the timing ofrevenue recognition of shipments; (17) changes in or an inability toexecute our business strategy; (18) unanticipated manufacturing or supplyproblems and (19) changes in tax rules. Rudolph cannot guarantee futureresults, levels of activity, performance, or achievements. Additionalfactors that may affect the future results of Rudolph are set forth in itsForm 10-K report for the year ended December 31, 2004 and other filingswith the Securities and Exchange Commission ("SEC"), which are available athttp://www.sec.gov, the SEC's website, and at Rudolph's website, which ishttp://www.rudolphtech.com. These factors are updated from time to timethrough the filing of reports and registration statements with the SEC.
For more information, please contact:
Investors:Steven R. Roth973.448.4302Email Contact
Trade Press:Virginia Becker952.259.1647Email Contact
SOURCE: Rudolph Technologies, Inc.