-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N8JKisXr5d0P87kpPdHTcOL1FZ/Bq4/r4VY1b0rqblEig5T938SdyInPvgaqiGjt /klEKFXPc36thRolXVqJjw== 0001047469-02-005498.txt : 20021203 0001047469-02-005498.hdr.sgml : 20021203 20021203172243 ACCESSION NUMBER: 0001047469-02-005498 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16244 FILM NUMBER: 02847783 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FORMER COMPANY: FORMER CONFORMED NAME: VACUUM ELECTRONIC MANUFACTURING CORP DATE OF NAME CHANGE: 19700408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FORMER COMPANY: FORMER CONFORMED NAME: VACUUM ELECTRONIC MANUFACTURING CORP DATE OF NAME CHANGE: 19700408 425 1 a2095404z425.txt 425 Filed by Veeco Instruments Inc. Filed pursuant to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 promulgated under the Securities Exchange Act of 1934, as amended. Subject Company: Veeco Instruments Inc. Commission File No.: 0-016244 On December 3, 2002, Veeco Instruments Inc. and FEI Company jointly presented the following material. CSFB TECHNOLOGY CONFERENCE DECEMBER 3, 2002 Jack Rein EVP, CFO Veeco Instruments Jay Lindquist SVP Corporate Marketing, FEI Company STRATEGICALLY COMPELLING VALUE $680 M Revenue* Critical Mass & Accelerated Growth Expanded Leadership in 3D Metrology Opportunities and Nanotechnology Complementary Products and Strong = Technology Portfolio Strong Global Channels for 24x7 Coverage Strong Management Team *Trailing 12 months MOVING TOWARD TOP TIER OF SEMICONDUCTOR EQUIPMENT SUPPLIERS Veeco FEI to become 6th largest in peer group and #1 in 3D metrology, AFM, FIB, TEM, SEM combinations AMAT $5,060 KLAC $1,510 TER $1,110 NVLS $ 822 LRCX $ 801 VECO $ 681 KLIC $ 465 DPMI $ 349 VSEA $ 335 BRKS $ 263 ZIGO $ 84 ADEX $ 71 UTEK $ 69 RTEC $ 51 TWAV $ 50 NANO $ 33 Source: Yahoo! Finance 11.15.02 VEECO FEI OFFERS DISTINCT 3D METROLOGY PRODUCTS
FIB, (BURIED 2001 WAFER DEFECT 3D AFM FILM TEM, LAYER REVENUE* INSPECTION ANALYSIS CD-SEM METROLOGY THICKNESS SEM ANALYSIS) - ----------------------------------------------------------------------------------------------------------------------------------- KLA-TENCOR $1.419B X X X X - ----------------------------------------------------------------------------------------------------------------------------------- APPLIED MATERIALS $378.4M X X X - ----------------------------------------------------------------------------------------------------------------------------------- VEECO FEI $241.1M X X X X - ----------------------------------------------------------------------------------------------------------------------------------- THERMA-WAVE $ 97.9M X - ----------------------------------------------------------------------------------------------------------------------------------- RUDOLPH $ 75.9M X - ----------------------------------------------------------------------------------------------------------------------------------- ADE $ 68.9M X - ----------------------------------------------------------------------------------------------------------------------------------- NANOMETRICS $ 39.2M X - -----------------------------------------------------------------------------------------------------------------------------------
*U.S. company revenues in Semiconductor Equipment Source: VSLI Veeco FEI becomes the leader in high growth, high margin 3D Metrology WER OF COMBINED PRODUCT PORTFOLIOS Scientific Research 43% - Broader penetration of core Semiconductor 32% customers Data Storage 17% Telecom/Wireless 8% - Balanced market segments Based on Veeco and FEI Sales in - Market diversification helps First 9 months 2002 (approximation) offset industry cyclicality - Greater contribution from higher margin metrology markets ENABLING NANOTECHNOLOGY Surface Metrology Sub-Surface Metrology Faster Time to Defect Analysis = Market Advanced Nanoscale Process Equipment Devices Advanced Mask Solutions Veeco Products FEI Products Veeco & FEI Products Veeco Products FEI Products Veeco & FEI Products Veeco Products FEI Products MERGER INTEGRATION PLANNING - - Veeco and FEI continue to work with the Department of Justice and the SEC to gain regulatory approvals of the merger. At this time it is not possible to predict the timing of gaining such approvals or the other actions necessary to complete the merger. - - Integration Planning: - Combined expertise of seasoned management - Best practices applied to new organization - Joint integration teams making progress in operational areas - Employees of both companies are being kept apprised of integration efforts through joint newsletter FUSION VEECO AND FEI: COMBINED STRENGTH IN DIFFICULT MARKET ENVIRONMENT - - Each company taking actions to maximize profitability throughout industry-wide downturn - - Breadth of complementary products - - Veeco FEI will have sizeable growth opportunities in semiconductor, scientific research and added strength in data storage - - Combined cash position of greater than $450m SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include statements about prospects for future growth, market acceptance of each company's technology, the consummation and success of the pending merger, and other statements relating to future plans, actions, events or results, are subject to risks and uncertainties. Factors that could materially affect these forward looking statements include, but are not limited to, the companies' ability to successfully consummate the merger, difficulties in integrating the two companies, difficulties in retaining employees, customers and suppliers in connection with the merger, regulatory actions in connection with the merger, the accounting treatment of the merger and other general risks of mergers and acquisitions that would cause the companies not to realize the anticipated benefits of the merger, lower than expected customer orders, cancellation of customer orders, increased competition and new product offerings from competitors, failure to introduce products as planned, failure of products and technologies to find acceptance with customers, fluctuations in interest and exchange rates (including changes in relevant foreign currency exchange rates between time of sale and time of payment), changes in trade policies and tariff regulations, downturns in the electronics or semiconductor industries and general economic conditions. Factors that could delay or terminate the pending merger of FEI and Veeco include, but are not limited to, the timing and results of the antitrust and other regulatory review processes, the timing and results of the shareholder meetings to approve the merger and other matters affecting the closing conditions to the merger. There can be no assurance that the necessary shareholder approvals will be obtained, that the antitrust and other regulatory review processes will be completed successfully, that the other closing conditions to the merger will be met, or that the merger will be consummated at all. Please refer to FEI's and Veeco's Form-10K, Form-10Q and other filings made with the U.S. Securities and Exchange Commission for additional information on risk factors that could cause actual results to differ materially from the forward-looking statements SEC FILINGS In connection with their proposed merger, FEI Company and Veeco Instruments have jointly prepared and filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4 containing a proxy statement/prospectus relating to the proposed merger. Investors and security holders are urged to read this document because it contains important information about the proposed merger. Copies of the document as well as other SEC filings of FEI and Veeco may be obtained, free of charge, from the SEC's website at www.sec.gov as well as from the applicable company by directing a request to Investor Relations for FEI at (503) 640-7500 Ext. 7527 or Investor Relations for Veeco at (516) 677-0200 Ext. 1403. FEI and its executive officers and directors may be deemed to be participants in the solicitation of proxies with respect to the Veeco/FEI transaction. Information regarding such individuals is included in FEI's proxy statement dated April 16, 2002 relating to its 2002 annual meeting of shareholders, available free of charge from the SEC and FEI as indicated above. Veeco and its executive officers and directors may be deemed to be participants in the solicitation of proxies with respect to the Veeco/FEI transaction. Information regarding such individuals is included in Veeco's Proxy Statement dated April 9, 2002 relating to its 2002 annual meeting of stockholders, available free of charge from the SEC and Veeco as indicated above. -----END PRIVACY-ENHANCED MESSAGE-----