Rudolph Technologies Announces Results of Prorations and Allocations for August Technology Merger
Thursday February 23, 5:02 pm ET
FLANDERS, N.J.--(BUSINESS WIRE)--Feb. 23, 2006--Rudolph Technologies, Inc. (NASDAQ:RTEC - News), a leading provider of process control equipment for thin film measurement and macro defect inspection, announced today the results of the proration and allocation calculations for its recently completed merger with August Technology Corporation.
Rudolph will pay an aggregate of approximately $37.2 million in cash and issue an aggregate of approximately 11.3 million shares of its common stock to former August Technology shareholders. Accordingly, the holder of one share of August Technology common stock immediately prior to the effective time of the merger that:
* made a valid election to receive cash in the merger, will receive $10.50 in cash in exchange for such share of August Technology common stock;
* made a valid election to receive shares of Rudolph common stock in the merger, will receive $1.84 in cash and 0.6289 of a share of Rudolph common stock; and
* did not make a valid election will receive $10.50 in cash.
Rudolph expects that the merger consideration in the form of cash and/or its shares of common stock will be distributed to former holders of August Technology common stock within the next several days.
About Rudolph Technologies, Inc.
Rudolph Technologies is a worldwide leader in the design, development, manufacture and support of high-performance process control metrology, defect inspection and data analysis systems used by semiconductor device manufacturers. Rudolph provides a full-fab solution through its families of proprietary products that provide critical yield-enhancing information, enabling microelectronic device manufacturers to drive down costs and time to market. Rudolph has successfully enhanced the competitiveness of its products in the marketplace by anticipating and addressing many emerging trends driving the semiconductor industry's growth. Rudolph's strategy for continued technological and market leadership includes aggressive research and development of complementary metrology and inspection solutions. Headquartered in Flanders, New Jersey, Rudolph supports its customers with a worldwide sales and service organization. Additional information can be found on the company's web site at www.rudolphtech.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "would," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of those words and other comparable words. Rudolph Technologies wishes to take advantage of the "safe harbor" provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond Rudolph's control. Factors that could cause actual results to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to: (1) cyclicality of the semiconductor industry; (2) customer concentration; (3) introduction of new products by Rudolph's competitors; (4) sole or limited sources of supply; (5) the businesses of Rudolph and August Technology may not be integrated successfully, which may result in the combined company not operating as effectively and efficiently as expected or such integration may be more difficult, time-consuming or costly than expected; (6) expected combination benefits from the merger may not be fully realized or realized within the expected time frame; (7) revenues following the merger may be lower than expected; (8) costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the consummation of the merger, or the effects of purchase accounting may be different from the companies' expectations; (9) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (10) the businesses of the companies may suffer as a result of uncertainty surrounding the transaction; (11) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; (12) the impact of the slowdown in the overall economy; (13) uncertainty of the current global political environment; (14) the potential for terrorist attacks; (15) changes in customer demands for our existing and new products, the timing, cancellation or delay of customer orders and shipments; (16) the timing of revenue recognition of shipments; (17) changes in or an inability to execute our business strategy; (18) unanticipated manufacturing or supply problems and (19) changes in tax rules. Rudolph cannot guarantee future results, levels of activity, performance, or achievements. Additional factors that may affect the future results of Rudolph are set forth in its Form 10-K report for the year ended December 31, 2004 and other filings with the Securities and Exchange Commission ("SEC"), which are available at sec.gov, the SEC's website, and at Rudolph's websites, which is rudolphtech.com. These factors are updated from time to time through the filing of reports and registration statements with the SEC.
Contact:
Rudolph Technologies, Inc.
Investors:
Steven R. Roth, 973-448-4302
steven.roth@rudolphtech.com
or
Trade Press:
Virginia Becker, 952-259-1647
virginia.becker@rudolphtech.com
biz.yahoo.com |
