PresentationOperator Greetings, and welcome to the Axcelis and Veeco Merger Announcement Conference Call. [Operator Instructions]. Please note that this conference is being recorded. A copy of the investor presentation accompanying this call is available on the Investor Relations pages of both companies' websites as well as the company's joint transaction website, www.www.AxcelisVeeco.com. I would now like to hand the conference over to David Ryzhik, Axcelis Senior Vice President of Investor Relations and ...

Summary of Veeco Instruments and Excelis Merger Conference Call Industry and Companies Involved - **Industry**: Semiconductor Equipment - **Companies**: Veeco Instruments Inc. (NasdaqGS:VECO) and Excelis Core Points and Arguments 1. **Merger Announcement**: The call discusses the merger between Excelis and Veeco, aiming to create a leading semiconductor equipment company with enhanced capabilities and resources [1][4][10]. 2. **Strategic Fit**: The merger is described as transformational, combining complementary technologies and product portfolios, particularly in ion implantation and annealing processes, which are critical in semiconductor manufacturing [4][7][8]. 3. **Market Expansion**: The combined company is expected to expand its total addressable market to over $5 billion, leveraging growth in AI and power solutions [10][11]. 4. **R&D Investment**: The merger will result in a combined R&D investment of over $230 million, aimed at developing next-generation products [8][34]. 5. **Financial Profile**: Pro forma revenue for 2024 is projected at $1.7 billion with a gross margin of 44% and adjusted EBITDA of $387 million (22% margin) [23]. 6. **Cost Synergies**: Estimated run-rate cost synergies of $35 million are expected within 24 months post-closing, primarily from operational efficiencies [23][32]. 7. **Accretive to EPS**: The transaction is anticipated to be accretive to non-GAAP EPS within the first year post-closing [5][24]. 8. **Governance Structure**: The combined company will have a governance structure with 11 directors, including 6 from Excelis and 4 from Veeco, with Russell as CEO and Jamie as CFO [21][22]. 9. **Regulatory Approval**: The merger is expected to close in the second half of 2026, pending shareholder and regulatory approvals, with no anticipated issues due to the lack of overlap between the companies [62][63]. Additional Important Content 1. **Complementary Technologies**: The merger will enhance capabilities in advanced packaging, laser annealing, and ion beam deposition, which are essential for high-performance computing and AI applications [8][16][19]. 2. **Geographic Diversification**: The combined company will benefit from a diversified geographic presence, enhancing market penetration in key regions like China, Korea, and Taiwan [12][19]. 3. **Cultural Integration**: Both companies share a culture of respect and collaboration, which is expected to facilitate a smooth integration process [20]. 4. **Customer Focus**: The merger aims to provide enhanced solutions and support for customers across the semiconductor production process, addressing evolving market needs [20][66]. 5. **Long-term Growth Strategy**: The combined company will focus on organic growth, returning capital to shareholders, and considering future M&A opportunities [24][32]. This summary encapsulates the key points discussed during the conference call regarding the merger between Veeco Instruments and Excelis, highlighting the strategic, financial, and operational implications of the transaction.

Combining to Create an Industry Leading Semiconductor Equipment Company Oct 1, 2025 Disclaimer This presentation is for informational purposes only and may not be used for any other purposes. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This presentation has been prepared to assist interested parties in makin ...

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Axcelis Technologies, Inc. and Veeco Instruments Inc. for Axcelis shareholders, who are expected to own approximately 58% of the combined company upon closing [1]. Group 1: Investigation Details - The investigation focuses on whether Axcelis and its board violated federal securities laws or breached fiduciary duties by not obtaining the best possible consideration for shareholders and failing to disclose all material information necessary for assessing the merger [3]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief related to the proposed transaction [4]. Group 2: Legal Rights and Options - Axcelis shareholders are encouraged to learn more about their legal rights and options regarding the merger [2].

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Veeco Instruments Inc. to Axcelis Technologies, Inc. for 0.3575 Axcelis shares per Veeco share [1] Company Summary - The investigation focuses on whether the terms of the sale are equitable for Veeco shareholders [1] - Veeco Instruments Inc. is being sold to Axcelis Technologies, Inc. in a share exchange deal [1]

Group 1 - Veeco Instruments and Axcelis Technologies announced a merger in an all-stock deal valued at $4.4 billion to form a high-end semiconductor equipment company [2] - Following the announcement, trading of shares for both companies was halted [2] - The merger aims to enhance the capabilities and market position of the combined entity in the semiconductor equipment sector [2]

Core Viewpoint - Axcelis Technologies and Veeco Instruments have announced a definitive agreement to merge in an all-stock transaction, creating a leading semiconductor equipment company with an enterprise value of approximately $4.4 billion based on recent share prices and outstanding debt [1][2]. Company Overview - The combined entity will serve diversified and expanding end markets, enhancing its operating profile and R&D capabilities, which are expected to drive innovation and customer solutions [2][4]. - The merger is projected to generate pro-forma revenue of $1.7 billion for Fiscal Year 2024, with a non-GAAP gross margin of 44% and adjusted EBITDA of $387 million [2][12]. Financial Structure - Veeco shareholders will receive 0.3575 Axcelis shares for each share they own, resulting in Axcelis shareholders owning approximately 58% and Veeco shareholders owning about 42% of the combined company [3]. - The combined company is expected to have over $900 million in pro-forma cash upon closing and anticipates annual run-rate cost synergies of $35 million within 24 months, with most achieved in the first year [12][24]. Strategic Rationale - The merger will increase the total addressable market to over $5 billion, particularly benefiting from trends in artificial intelligence and power solutions [5][12]. - The combined company will become the fourth largest U.S. wafer fabrication equipment supplier by revenue, diversifying its technology portfolio and market segments [5][6]. Governance and Leadership - The new Board will consist of 11 directors, with a majority from Axcelis, and Dr. Russell Low will serve as President and CEO [7][8]. - The headquarters will be located in Beverly, Massachusetts, and the company will adopt a new name and ticker symbol post-merger [8][9]. Timeline and Approvals - The transaction is expected to close in the second half of 2026, pending shareholder and regulatory approvals [9].

Veeco Instruments (VECO) FY Conference Summary Company Overview - Veeco Instruments operates in the semiconductor industry, focusing on capital equipment for semiconductor manufacturing, particularly in advanced technologies for AI and high-performance computing [3][5] Core Industry Insights - The semiconductor market is projected to grow significantly, with expectations of reaching over $1 trillion by 2030, leading to increased spending in wafer fab equipment [20] - Veeco's semiconductor served available market (SAM) is currently estimated at $1.3 billion, with projections to double to over $2.7 billion as their technologies gain traction [8] Key Technologies and Products - Veeco's ion beam deposition (IBD) technology is critical for EUV mask blank production, positioning the company as a market leader in this area [6] - The company has developed advanced laser annealing systems that are recognized as production tools for leading logic and memory customers [7] - The introduction of the nanosecond annealing (NSA) system is expected to expand the SAM significantly, targeting advanced node applications in both logic and memory [11][12] Financial Performance and Growth - From 2020 to 2024, Veeco's semiconductor business has grown at an approximate 30% compound annual growth rate (CAGR) [19] - The company anticipates continued growth in the semiconductor sector, particularly driven by investments in AI and high-performance computing [19] Market Opportunities - In the compound semiconductor market, Veeco's SAM is currently nearly $700 million, expected to grow to $1.2 billion, driven by GaN power devices and photonics applications [18] - The company is also seeing potential growth in advanced packaging solutions, with a projected SAM of $650 million [11] Strategic Positioning - Veeco's strategy focuses on investing in core technologies that enable industry inflections in advanced logic and memory, which is gaining traction [20] - The company is well-positioned to capture emerging opportunities in AI, with AI revenue expected to increase from about 10% in 2024 to approximately 20% in 2025 [17] Conclusion - Veeco Instruments presents a compelling investment opportunity due to its strong market position, innovative technologies, and strategic focus on high-growth areas within the semiconductor industry [20]

Financial Data and Key Metrics Changes - Revenue for the quarter totaled $166 million, slightly down sequentially and down 6% year over year, but above the high end of guidance [14][15] - Non-GAAP operating income was $23 million, and non-GAAP EPS was $0.36 [4] - Gross margin was approximately 43%, above the high end of guidance, positively impacted by higher volume and improved product mix [17] Business Line Data and Key Metrics Changes - Semiconductor business revenue was flat sequentially and grew 13% year over year, representing 75% of total revenue [15] - Revenue from the Compound Semiconductor market was flat at $14 million, accounting for 9% of total revenue [15] - Data storage revenue increased to $12 million, totaling 7% of revenue, while scientific and other revenue decreased to $16 million, also totaling 9% of revenue [15] Market Data and Key Metrics Changes - Revenue from the Asia Pacific region (excluding China) increased to 59%, up from 36% in the prior quarter, driven by sales in Taiwan and Southeast Asia [16] - Revenue from China decreased to 17% from 42% in the previous quarter, with expectations for China revenue to be about 30% in the first half of the year and around 20% in the second half [16][30] Company Strategy and Development Direction - The company is focused on capitalizing on long-term growth in the semiconductor market, particularly driven by AI and high-performance computing [21] - The company sees opportunities in adjacent mask blank steps and aims to expand its business in advanced packaging and lithography technologies [6][11] - The company is investing in additional systems to drive new business in both logic and memory, with expectations for significant revenue growth in 2025 [12][21] Management's Comments on Operating Environment and Future Outlook - Management noted that global trade dynamics and tariff policies continue to evolve, impacting costs and operational efficiency [20] - The outlook for the semiconductor market remains strong, with growth potential driven by leading-edge investments [21] - The company expects revenue in the compound semiconductor market to decline in 2025 but sees growth opportunities in GaN power, solar, and photonics applications starting in 2026 [22] Other Important Information - The company retired all $25 million of convertible senior notes due in 2027, enhancing financial flexibility [19] - Cash flow from operations totaled $9 million, with capital expenditures of $3 million during the quarter [18] Q&A Session Summary Question: Impact of China on Revenue - Management clarified that the decrease in revenue from China was expected and attributed to delayed shipments due to tariffs, which have since been resolved [27][30] Question: Customer Spending Caution - Management indicated that the caution from a major U.S. IDM customer does not significantly impact the company's business outlook, as they continue to work with leading logic players on their next nodes [35][36] Question: GaN Power Evaluation Timing - The evaluation for the 300mm GaN on Silicon system is progressing well, with potential pilot line business expected to start in 2026 [39] Question: Competitive Dynamics in GaN - Management highlighted improvements in product lines and competitive advantages in productivity and cost of ownership in the GaN on Silicon market [45][46] Question: China Revenue Guidance - Management reiterated expectations for China revenue to be around 20% in the second half of the year, consistent with prior forecasts [50][51] Question: Tariff Impact on Component Costs - Management confirmed that tariffs have impacted costs, with a forecasted 100 basis point impact in Q3 [56] Question: Technology Activity and Demand - Management noted that AI, high-performance computing, and high bandwidth memory are driving significant activity and demand in advanced packaging and lithography [62]

Q2 2025 Financial Performance - Revenue reached $166 million, exceeding the high-end of guidance[6] - Non-GAAP operating income was $23 million, also above guidance[6] - Non-GAAP EPS was $0.36, surpassing the high-end of guidance[6] - Semiconductor revenue remained stable at $124 million compared to Q1 2025[19] - Gross margin improved to 42.6% on a Non-GAAP basis[24] Market and Regional Revenue - Semiconductor market accounted for 75% of total revenue[18] - APAC region contributed 59% of total revenue, reaching $98 million[21, 22] - China's revenue decreased to $27 million[22] Forward Guidance - Q3 2025 revenue is projected to be between $150 million and $170 million[26] - Q3 2025 Non-GAAP diluted EPS is expected to be $0.20-$0.35[26] Strategic Focus - Veeco's technologies are critical for several semi manufacturing process steps[9] - The company sees opportunity to outperform WFE growth[11] - Increase in evaluations to enable penetration of key SAM growth opportunities[14]