January 24, 2005 – Nanometrics Inc. and August Technology Corp. have entered into a merger agreement to create a combined company providing inspection, measurement and analysis systems. The combined company will be named August Nanometrics Inc., and the companies said they expect to close the transaction during the 2Q05.
“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.” Stan Piekos, currently the CFO of August Technology, said. Piekos will be the CFO of the combined company.
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.
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, and film thickness metrology.”
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.