Brooks and PRI Automation to merge

October 24, 2001 – Chelmsford and Billerica, MA – Brooks Automation and PRI Automation have announced a definitive agreement under which Brooks will acquire PRI Automation, creating the leading supplier of semiconductor automation systems, software and services, with pro forma annual sales for fiscal year 2001 (ended September 30, 2001) of approximately $700 million.

With complementary technologies, products, distribution channels and customer relationships, the companies said the combined enterprise will be uniquely positioned to offer customers fully integrated, end-to-end solutions through a single provider, enhancing their ability to bring advanced semiconductor products to market more quickly and cost-effectively.

Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, PRI Automation shareholders will receive 0.52 shares of Brooks stock for each PRI share held, representing a value of approximately $380 million net of cash. Following completion of the transaction, which is expected to occur during the first quarter of 2002, the combined company will be 61% owned by Brooks shareholders and 39% owned by PRI shareholders. The transaction is expected to be accretive to Brooks’ earnings in fiscal 2003, the first full fiscal year following completion, reflecting expected operational synergies of more than $20 million.

Robert Therrien, President and Chief Executive Office of Brooks Automation, and Ellen Richstone, Brooks Automation’s Chief Financial Officer, will hold the same positions in the combined company, which will be known as Brooks-PRI Automation, Inc., and headquartered in Chelmsford, MA. Brooks-PRI’s seven-member board of directors will consist of all five current Brooks directors and two PRI directors including Mitchell G. Tyson, President and CEO of PRI.

“Brooks-PRI Automation will be exceptionally well positioned to enhance the productivity of semiconductor manufacturers as they drive for faster time to market with next-generation products,” said Therrien. “Our customers will benefit from doing business with a global company that can provide the hardware, software and professional services required to manage every wafer move in the fab. Our industry expertise in terms of products, people and intellectual property will be unsurpassed, and we will have the strategic, operational and financial strength required to build long-term value for customers, employees and shareholders.”

“I am tremendously excited about the creation of Brooks-PRI Automation,” said Tyson. “The semiconductor fab of the future will need to be highly flexible, efficient and intelligent. It must be fully automated to optimize the flow of material and information. No company will be better able to capture this market opportunity, help drive the transition to 300mm, and build shareholder value.”

“No semiconductor manufacturer today can hope to succeed without a highly integrated fab automation solution,” said Dan Hutcheson, President of VLSI Research. “This acquisition brings together two great automation companies who have longed shared this vision. Now, no other company can deliver on integrated automation like Brooks-PRI.”

Completion of the merger is subject to shareholder and regulatory approval and customary closing conditions.


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