Brooks And PRI To Merge, Creating Semiconductor Industry's Leading Supplier of Automation Systems, Software and Services
CHELMSFORD & BILLERICA, Mass., Oct 24, 2001 (BUSINESS WIRE) -- Brooks Automation Inc. (Nasdaq: BRKS chart, msgs)
and PRI Automation, Inc. (Nasdaq: PRIA chart, msgs; TSE: PRJ chart, msgs) today announced a definitive agreement under
which Brooks will acquire PRI, creating the leading supplier of semiconductor automation systems, software and services, with pro
forma annual sales for fiscal year 2001 (ended September 30, 2001) of approximately $700 million. With complementary
technologies, products, distribution channels and customer relationships, the combined enterprise will be uniquely positioned to
offer customers fully integrated, end-to-end solutions through a single provider, enhancing their ability to bring advanced
semiconductor products to market more quickly and cost-effectively.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, PRI
shareholders will receive 0.52 shares of Brooks stock for each PRI share held, representing a value of approximately $380 million
net of cash. Following completion of the transaction, which is expected to occur during the first quarter of 2002, the combined
company will be 61% owned by Brooks shareholders and 39% owned by PRI shareholders. The transaction is expected to be
accretive to Brooks' earnings in fiscal 2003, the first full fiscal year following completion, reflecting expected operational synergies
of more than $20 million.
Robert J. Therrien, President and Chief Executive Office of Brooks Automation, and Ellen B. Richstone, Brooks Automation's Chief
Financial Officer, will hold the same positions in the combined company, which will be known as Brooks-PRI Automation, Inc., and
headquartered in Chelmsford, Massachusetts. Brooks-PRI's seven-member board of directors will consist of all five current Brooks
directors and two PRI directors including Mitchell G. Tyson, President and CEO of PRI.
"Brooks-PRI Automation will be exceptionally well positioned to enhance the productivity of semiconductor manufacturers as they
drive for faster time to market with next-generation products," said Mr. Therrien. "Our customers will benefit from doing business
with a global company that can provide the hardware, software and professional services required to manage every wafer move in
the fab. Our industry expertise in terms of products, people and intellectual property will be unsurpassed, and we will have the
strategic, operational and financial strength required to build long-term value for customers, employees and shareholders."
"I am tremendously excited about the creation of Brooks-PRI Automation," said Mr. Tyson. "The semiconductor fab of the future
will need to be highly flexible, efficient and intelligent. It must be fully automated to optimize the flow of material and information.
No company will be better able to capture this market opportunity, help drive the transition to 300mm, and build shareholder value."
"No semiconductor manufacturer today can hope to succeed without a highly integrated fab automation solution," said Dan
Hutcheson, President of VLSI Research Inc. "This acquisition brings together two great automation companies who have longed
shared this vision. Now, no other company can deliver on integrated automation like Brooks-PRI."
Completion of the merger is subject to shareholder and regulatory approval and customary closing conditions.
Brooks was advised by Credit Suisse First Boston Corporation with regard to the transaction, and PRI was advised by
MorganStanley.
Conference Call Information
A conference call to discuss this announcement is scheduled for today, Wednesday, October 24, at 8:30 a.m. Eastern time. The
dial-in telephone number is 800-811-7286, password 419676. International callers only should dial 913-981-4902. A replay of the
call will be available at 888-203-1112, password 419676, from approximately noon, Eastern time, on Wednesday, October 24 until
8:00 p.m. Eastern time on Tuesday, October 30. International callers can access the replay at 719-457-0820.
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