Jan. 26, 2006 – Nanometrics Inc. (Nasdaq: NANO), a supplier of metrology equipment to the semiconductor industry, announced that it has signed a definitive agreement to acquire Accent Optical Technologies Inc.

Accent, headquartered in Bend, Ore., supplies process control and metrology systems to the global semiconductor manufacturing industry. The combination of Nanometrics and Accent would create one of the largest metrology and process control companies in the semiconductor capital equipment industry, with trailing annual revenues totaling more than $110 million for the twelve months ended October 1, 2005, according to a Nanometrics release.

Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Nanometrics will issue approximately 5 million shares of its common stock for all outstanding Accent capital stock and rights to acquire Accent capital stock. Nanometrics will also assume approximately $10.6 million in net debt obligations of Accent. Based on the closing price of Nanometrics common stock on January 25, 2006, the transaction values Accent at $80.9 million.

After the deal, Nanometrics stockholders will own approximately 73 percent and Accent stockholders will own approximately 27 percent of the combined company on a fully diluted basis.

John Heaton will maintain his role as president and chief executive officer of the combined company, which will continue to be known as Nanometrics. Bruce Rhine, currently chairman and chief executive officer of Accent, will become the chief strategy officer of Nanometrics. Douglas McCutcheon will continue his role as chief financial officer of the combined entity. The combined company will be headquartered at Nanometrics’ existing headquarters in Milpitas, Calif.

Completion of the transaction is subject to regulatory approvals, Nanometrics shareholders’ approval of the issuance of Nanometrics shares in the transaction, Accent stockholders’ approval and other customary closing conditions, and is expected to occur in the first half of 2006.

– David Forman