KLA-Tencor makes $11.50 all cash offer for August Technology

February 10, 2005 – KLA-Tencor Corp. yesterday announced it has sent a letter to the Board of Directors of August Technology Corp. proposing to acquire it for $11.50/share in cash. This proposal follows offers made privately in December 2004 and January 2005, prior to August Technology’s announcement of a merger agreement with Nanometrics Inc. on January 24.

Days after August and Nanometrics announced their intent to merge, Rudolph Technologies Inc. proposed an unsolicited acquisition bid for August, valued at an aggregate purchase price of over $190 million. August said at that time it would evaluate the Rudolph offer, but said it stood by its proposed “merger of equals” with Nanometrics.

Meanwhile, August’s shareholders have filed a lawsuit against the company to stop its merger with Nanometrics, claiming the proposed deal is preventing shareholders from accepting a better offer. The lawsuit, filed Friday in Hennepin County District Court in Minneapolis, MN, according to the Pioneer Press, came eight days after Rudolph Technologies Inc. issued a counter-offer for August Technology.

KLA-Tencor said in a statement that its offer, as of Tuesday’s market close, translates to an approximate 34% premium over the value implied by the merger agreement with Nanometrics and an approximate 13% premium over the proposal from Rudolph Technologies. KLA-Tencor’s proposal is subject to the negotiation and execution of a definitive merger agreement.

KLA-Tencor expects to fund the proposed transaction from its existing cash balance, and the merger would not have a financing condition. KLA-Tencor is prepared to meet immediately with the Board of August Technology to negotiate and execute a definitive merger agreement.


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