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].

Core Viewpoint - Veeco Instruments Inc. has completed exchange transactions for its outstanding 3.75% Convertible Senior Notes due 2027, enhancing its financial flexibility and reducing ongoing interest expenses and outstanding debt [1][2]. Financial Transactions - The company exchanged $25.0 million of 2027 Notes, which represented approximately 1.8 million underlying shares of common stock, for about 1.6 million newly issued shares and approximately $5.4 million in cash, including accrued and unpaid interest [2]. Regulatory Compliance - The exchanges were conducted under an exemption from registration as per Section 4(a)(2) of the Securities Act of 1933 [3]. Company Overview - Veeco is a manufacturer of semiconductor process equipment, specializing in technologies such as laser annealing, ion beam, single wafer etch & clean, lithography, and metal organic chemical vapor deposition (MOCVD) [4].