AIXTRON and Genus to Merge in Stock-for-Stock Transaction
July 02 2004 - 5:07AM
PR Newswire (US)
AIXTRON and Genus to Merge in Stock-for-Stock Transaction --
Creation of a World-Leading Supplier of 'Nano' Deposition
Technology to the Semiconductor Industry AACHEN, Germany and
SUNNYVALE, Calif., July 2 /PRNewswire-FirstCall/ -- AIXTRON AG, and
Genus, Inc. (NASDAQ:GGNS), both specialized equipment suppliers for
the semiconductor industry, announced today that they are planning
to merge. The merger of the two companies, with leading positions
in their respective segments, will create one of the world's
premier suppliers of advanced deposition equipment. AIXTRON is the
leading supplier of MOCVD (metal-organic chemical vapor deposition)
products for the production of ultra-high brightness light emitting
diodes, high frequency chips and lasers, and Genus is a leading
supplier of ALD (atomic layer deposition) technology, which is
required in the production of advanced semiconductors and hard disk
drives. The companies are highly complementary and are an excellent
strategic fit in a number of areas. AIXTRON plans to acquire all
outstanding Genus shares in a stock-for-stock transaction. Genus
shareholders will receive 0.51 American Depository Receipts (ADRs)
of AIXTRON in exchange for each Genus common share. Each AIXTRON
ADR will represent one AIXTRON ordinary share. AIXTRON will seek to
have the ADRs quoted on NASDAQ, which quotation is expected to
become effective at the closing of the transaction. At Thursday's
close, AIXTRON's shares were at euro 5.82; this values each Genus
share at $3.61, with an estimated total transaction value of euro
117.7 million ($143.2 million) based on the current issued shares
of Genus stock. Genus' shareholders are receiving a premium of
approximately 6 percent based on Thursday's closing prices and
approximately 16 percent to the 30-day trailing average prices of
the two companies' shares. Following the completion of the
transaction, AIXTRON's shareholders will hold approximately 74
percent and Genus' shareholders approximately 26 percent of the
merged company. "Both companies have more than 20 years of
experience in the semiconductor equipment business and are an ideal
fit. The semiconductor industry increasingly requires new complex
material solutions which we offer," said Paul Hyland, president and
CEO of AIXTRON. "The combined company will leverage AIXTRON's
know-how in complex material deposition and Genus' strength in new
semiconductor deposition technologies for such materials. We are
thereby well positioned for the next investment cycle in the
semiconductor industry and to benefit from a strong position in
this global industry, which enables further growth." Genus'
chairman and CEO William W. R. Elder said, "Our products are highly
complementary. The merger will strengthen our balance sheet, and in
the medium term, the cooperation in research and development should
enable the realiztion of synergies in the development and
production of our products as well as additional revenue benefits."
AIXTRON and Genus employ over 550 employees worldwide. The two
companies reported total 2003 revenues of approximately euro 142
million ($160 million), a combined gross profit of approximately
euro 32 million ($36 million) and cash and cash equivalents of
approximately euro 78 million ($99 million). Paul Hyland will
remain president and CEO of AIXTRON. William W. R. Elder, chairman
and CEO of Genus, will join the AIXTRON management board. The
transaction has been approved by the management board and
supervisory board of AIXTRON and the board of directors of Genus.
The transaction is subject to approval by the shareholders of both
companies and to any necessary regulatory clearance in the U.S.,
and is expected to close by year-end. Q2 Business Update / 2004
Outlook Having completed its second quarter June 30, 2004, AIXTRON
management is issuing preliminary results for this quarter. Q2
equipment order intake figures are euro 36 million, YTD equipment
order intake is euro 66 million and the equipment order backlog is
euro 74 million as of June 30. Preliminary total Q2 revenues are
euro 34 million, giving preliminary total YTD revenues of euro 59
million. The release of final Q2 results for AIXTRON will be as
planned on August 5. Due to the positive business development in
the second quarter, the forecast of total revenues for 2004 will be
increased to a range of euro 130 to 140 million (previous guidance
euro 121 million), with net profit in the range of euro 2 to 5
million (before transaction related expenses). Previously,
management predicted to break even. Genus management believes that
it is still possible to reach previous guidance on revenues ($55 to
$65 million) and order intake ($60 to $70 million). As indicated
earlier, the first half has been weak for both orders and revenues
and management expects conditions to improve in the second half.
Genus will discuss its financial results for the quarter ending
June 30, 2004 during its quarterly conference call on July 27.
Morgan Stanley and McDermott Will & Emery LLP are advising
AIXTRON, and Needham & Company and Wilson Sonsini Goodrich
& Rosati, Professional Corporation are advising Genus.
Conference Calls Scheduled for Friday, July 2 Senior management
from AIXTRON and Genus will host two conference calls Friday to
discuss the transaction. Investors, news media and others may join
these conference calls. The first conference call is scheduled for
10:30 a.m. Central European time. Dial in number: (UK):
+44-20-70-19-95-04 (Germany): +49-69-22-22-71-11 The second
conference call is scheduled for 8:30 EDT (2:30 p.m. central
European time) Dial in number: From the US: 1-888-803-6692
International: 1-706-634-1030 Conf. Code: 8576009 About AIXTRON
AIXTRON was founded in Aachen in 1983 as a specialized equipment
supplier for the semiconductor industry. AIXTRON is the world's
leading manufacturer of state-of-the-art MOCVD (metalo-organic
chemical vapor deposition) equipment for the production of compound
semiconductors and other complex material systems. More than 200
customers worldwide, including almost all the major global
electronics groups, rely on AIXTRON technology in the production of
highly advanced devices such as LEDs, lasers, HEMTs detectors,
HBTs, MESFETs. These components are used in fiber optic
communications systems, wireless and mobile telephony applications,
optical storage devices, illumination, signaling and lighting, as
well as a range of other leading edge technologies. To date more
than 750 AIXTRON systems are installed worldwide. AIXTRON AG (ISIN
DE0005066203) is listed in the Prime Standard of the German stock
exchange (Deutsche Borse AG) and is included in the MSCI World
Index. For additional information visit AIXTRON's web site at
http://www.aixtron.com/. About Genus Genus, Inc. manufactures
critical deposition processing products for the global
semiconductor industry and the data storage industry. To enable the
production of intricate micro computer chips and electronic storage
devices, Genus offers its LYNX and StrataGem series
production-proven equipment for 200mm and 300mm semiconductor
production, and offers thin film deposition products for chemical
vapor deposition (CVD), atomic layer deposition (ALD), and
pre-clean capabilities. Genus is at the forefront of market and
technology developments in the ALD marketplace, which is gaining
acceptance worldwide as a critical technology for sub 0.13-micron
production of computer chips and electronic storage devices.
Genus's customers include semiconductor and thin-film-head
manufacturers located throughout the United States, Europe and the
Pacific Rim including Korea, Japan and Taiwan. Founded in 1981, the
company is headquartered in Sunnyvale, California. For additional
information visit Genus's web site at http://www.genus.com/.
Forward Looking Information This document may contain
forward-looking statements about the financial conditions, results
of operations and earnings outlook of AIXTRON and Genus within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," and "estimates," and
variations of these words and similar expressions, identify these
forward-looking statements. These statements are not guarantees of
future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from
what is expressed herein. For example, if either of the companies
do not receive required shareholder approvals or fail to satisfy
other conditions to closing, the transaction will not be
consummated. In any forward-looking statement in which AIXTRON or
Genus expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. Actual operating results may differ materially from
such forward-looking statements and are subject to certain risks,
including risks arising from: actual customer orders received by
the companies; the extent to which MOCVD and ALD technology is
demanded by the market place; the actual number of customer orders
received by the companies; the timing of final acceptance of
products by customers; the financial climate and accessibility of
financing, general conditions in the thin film equipment market and
in the macro-economy; cancellations, rescheduling or delays in
product shipments; manufacturing capacity constraints; lengthy
sales and qualification cycles; difficulties in the production
process; changes in semiconductor industry growth; increased
competition; delays in developing and commercializing new products;
general economic conditions being less favorable than expected; the
risk that the AIXTRON and Genus businesses will not be integrated
successfully; costs related to the proposed merger; failure of the
AIXTRON or Genus shareholders to approve the proposed merger or the
failure of other conditions to the proposed merger to be satisfied;
and other factors, including those set forth in Genus's filings
with the U.S. Securities and Exchange Commission, including its
Annual Report on Form 10-K for its most recent fiscal year and its
most recent Quarterly Report on Form 10-Q, particularly in the
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections, and its
Current Reports on Form 8-K. The forward-looking statements
contained in this news release are made as of the date hereof and
AIXTRON and Genus do not assume any obligation to (and expressly
disclaim any such obligation to) update the reasons why actual
results could differ materially from those projected in the
forward-looking statements. Any reference to the Internet website
of AIXTRON or Genus is not an incorporation by reference of such
information in this press release, and you should not interpret
such a reference as an incorporation by reference of such
information. Additional Information about this Transaction AIXTRON
plans to file a registration statement on Form F-4 with the U.S.
Securities and Exchange Commission, or SEC, which will include a
prospectus of AIXTRON and a proxy statement of Genus. Investors and
security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the
foregoing information, when it becomes available, because it will
contain important information. The proxy statement/prospectus will
be filed with the SEC by AIXTRON. Investors and security holders
may obtain a free copy of the proxy statement/prospectus (when it
becomes available) and other documents filed by AIXTRON and Genus
with the SEC at the SEC's website at http://www.sec.gov/. The proxy
statement/prospectus (when it is available) and these other
documents may also be obtained for free from AIXTRON or Genus by
directing a request to AIXTRON Investor Relations at Kackertstr.
15-17, 52072 Aachen, +39-241-8909-444 or Genus Investor Relations
at 1139 Karlstad Drive, Sunnyvale, California 94089, telephone
+1-408-747-7120. Participants in this Transaction AIXTRON and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Genus in
connection with the merger. Information regarding the special
interests of these directors and executive officers in the merger
will be included in the proxy statement/prospectus of AIXTRON and
Genus described above. Genus and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Genus in connection with the
merger. Information regarding the special interests of these
directors and executive officers in the merger transaction
described herein will be included in the proxy statement/prospectus
of AIXTRON and Genus described above. Additional information
regarding these directors and executive officers is also included
in Genus's proxy statement for its 2004 Annual Meeting of
Shareholders, which was filed with the U.S. Securities and Exchange
Commission on or about April 28, 2004. This document is available
free of charge at the U.S. Securities and Exchange Commission's web
site at http://www.sec.gov/ and from Genus by contacting Genus
Investor Relations at 1139 Karlstad Drive, Sunnyvale, California
94089, telephone +1-408-747-7120. DATASOURCE: Genus, Inc. CONTACT:
Klaas Wisniewski of AIXTRON, +49-0-241-890-03-05; or Shum Mukherjee
of Genus, +1-650-796-7315 Web site: http://www.aixtron.com/ Web
site: http://www.genus.com/
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