To: richardred who wrote (723 ) 6/30/2005 8:42:05 AM From: richardred Read Replies (2) | Respond to of 7252 RTEC does get August! Does the Pac-Man cometh ? Rudolph Acquires August in $193M Deal Tuesday June 28, 1:52 pm ET Rudolph Technologies Acquires August Technology in Cash, Stock Deal Worth $193 Million NEW YORK (AP) -- Rudolph Technologies Inc., a maker of metrology equipment used to make semiconductors, on Tuesday said it agreed to acquire August Technology Corp., a maker of automated inspection equipment for chipmakers, in a cash and stock deal valued at $193 million. The deal ends a lengthy takeover battle for August that pitted Rudolph against semiconductor production equipment makers Nanometrics Inc., which August had agreed to merge with early this year, and KLA Tencor Corp., which then submitted a higher bid for the company. Rudolph submitted an unsolicited bid for August in late January. Under terms of the deal, each August shareholder will have the option to receive either $10.50 per share in cash or Rudolph stock, based on Rudolph's closing price on Monday and subject to the total number of shares and cash available. Total cash consideration for the deal ranges from a minimum of $37.2 million to a maximum of $60 million, depending on the number of shareholders who elect to receive cash, Rudolph said. On the Nasdaq, Rudolph shares rose 40 cents, or 2.9 percent, to $14.17, while those of August climbed 70 cents, or 6.5 percent, to $11.49. Nanometrics' shares surged 96 cents, or 8.6 percent, to $12.19. The deal with Rudolph marks a reversal for August, which first agreed to a stock-swap merger with Nanometrics in January. Separately, August said it has terminated its earlier merger agreement with Nanometrics and paid an $8.3 million break-up fee to the company, plus expenses. August said the deal with Rudolph provides continuity for its customers and workers, which would be missing from a merger with other companies, including KLA-Tencor. A merger between August and KLA-Tencor would come with antitrust risk and a lengthy Justice Department review, which would create uncertainty for the company and hurt its shares, it said. The combined company, which will operate as Rudolph Technologies Inc., will be among the biggest semiconductor inspection and metrology companies, serving almost every major chip maker and assembly and test company. On a pro forma basis, the combined company would have reported revenue of $160 million for the year ended March 31, and would employ about 600 workers. Rudolph's chairman and chief executive, Paul McLaughlin, will continue in his post, as will Steven Roth, the company's chief financial officer. August's Chief Executive Jeff O'Dell will join Rudolph's board, while Stan Piekos, chief financial officer, will become chief corporate development officer. The boards of both companies unanimously approved the deal, which is subject to regulatory and shareholder approval and expected to close in this year's fourth quarter, Rudolph said.biz.yahoo.com