To: Zeev Hed who wrote (2951 ) 7/12/2002 8:11:30 AM From: Proud_Infidel Read Replies (2) | Respond to of 3069 Veeco to Buy FEI in $989 Million Chip-Gear Deal Veeco Instruments (NasdaqNM: VECO - News) Inc. , a maker of micromanufacturing gear, agreed to purchase FEI Co . for just under $1 billion in stock, signaling further consolidation in the semiconductor-equipment market. The deal, announced Friday, marks the latest in a string of acquisitions for Veeco, Woodbury, N.Y. , and gives the company a larger presence in the business of microscopic measurement systems used to make semiconductors, data-storage devices and other electronics products. The combination of Veeco and FEI, based in Hillsboro, Ore., will create the sixth-biggest maker of semiconductor-manufacturing equipment in the U.S. , with more than $825 million in revenue. Applied Materials (NasdaqNM: AMAT - News) Inc. remains the industry leader, with $5.9 billion in revenue. Eager to take on the the top five players, Veeco has made 11 acquisitions or technology investments over the past five years. "The combination gives us a larger critical mass and a much stronger position with our customers," said Vahe Sarkissian, the chairman of the new company and former chief executive and president of FEI. Veeco Chief Executive Edward H. Braun will become CEO and president of the combined company, which will be called Veeco FEI Inc.. Under the deal, FEI shareholders will receive 1.355 shares of Veeco for each share of FEI. Based on the $22.49 closing price of Veeco's stock Thursday on the Nasdaq Stock Market, the purchase would be valued at about $989 million. The deal represents a premium of about 25% based on Thursday's closing prices. The deal is subject to regulatory approval and approval by shareholders of both companies. The transaction will be tax-free to FEI stockholders. Veeco expects the acquisition to add to 2003 earnings excluding transaction and amortization expenses. Both Veeco and FEI Friday said they still anticipate meeting second-quarter earnings targets. Veeco expects second-quarter revenue of $75 million to $80 million with pro forma earnings per share at breakeven, in line with the mean estimate of analysts surveyed by Thomson First Call. The company also sees booking of more than $70 million in the period. In the second quarter last year, Veeco earned $10 million, or 40 cents a share, on revenue of $30.5 million. FEI backs an outlook of second-quarter cash earnings of 15 cents a share on revenue of about $80 million, with bookings of about $75 million. A Thomson First Call survey of seven analysts produced a mean earnings estimate of 15 cents a share for FEI in the second quarter. Last year FEI earned 39 cents a share on revenue of $94 million. -- Wall Street Journal staff reporters Robert Frank and Don Clark contributed to this article.