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].