/PRNewswire-FirstCall/ -- AIXTRON AG, and Genus, Inc. (Nasdaq: GGNS), both
specialized equipment suppliers for the semiconductor industry, announced
today that they are planning to merge. The merger of the two companies, with
leading positions in their respective segments, will create one of the world's
premier suppliers of advanced deposition equipment. AIXTRON is the leading
supplier of MOCVD (metal-organic chemical vapor deposition) products for the
production of ultra-high brightness light emitting diodes, high frequency
chips and lasers, and Genus is a leading supplier of ALD (atomic layer
deposition) technology, which is required in the production of advanced
semiconductors and hard disk drives. The companies are highly complementary
and are an excellent strategic fit in a number of areas.
AIXTRON plans to acquire all outstanding Genus shares in a stock-for-stock
transaction. Genus shareholders will receive 0.51 American Depository Receipts
(ADRs) of AIXTRON in exchange for each Genus common share. Each AIXTRON ADR
will represent one AIXTRON ordinary share. AIXTRON will seek to have the ADRs
quoted on NASDAQ, which quotation is expected to become effective at the
closing of the transaction. At Thursday's close, AIXTRON's shares were at
euro 5.82; this values each Genus share at $3.61, with an estimated total
transaction value of euro 117.7 million ($143.2 million) based on the current
issued shares of Genus stock. Genus' shareholders are receiving a premium of
approximately 6 percent based on Thursday's closing prices and approximately
16 percent to the 30-day trailing average prices of the two companies' shares.
Following the completion of the transaction, AIXTRON's shareholders will hold
approximately 74 percent and Genus' shareholders approximately 26 percent of
the merged company.
"Both companies have more than 20 years of experience in the semiconductor
equipment business and are an ideal fit. The semiconductor industry
increasingly requires new complex material solutions which we offer," said
Paul Hyland, president and CEO of AIXTRON. "The combined company will leverage
AIXTRON's know-how in complex material deposition and Genus' strength in new
semiconductor deposition technologies for such materials. We are thereby well
positioned for the next investment cycle in the semiconductor industry and to
benefit from a strong position in this global industry, which enables further
Genus' chairman and CEO William W. R. Elder said, "Our products are highly
complementary. The merger will strengthen our balance sheet, and in the medium
term, the cooperation in research and development should enable the realiztion
of synergies in the development and production of our products as well as
additional revenue benefits."
AIXTRON and Genus employ over 550 employees worldwide.
The two companies reported total 2003 revenues of approximately euro
142 million ($160 million), a combined gross profit of approximately euro
32 million ($36 million) and cash and cash equivalents of approximately euro
78 million ($99 million). Paul Hyland will remain president and CEO of
AIXTRON. William W. R. Elder, chairman and CEO of Genus, will join the AIXTRON
management board. The transaction has been approved by the management board
and supervisory board of AIXTRON and the board of directors of Genus. The
transaction is subject to approval by the shareholders of both companies and
to any necessary regulatory clearance in the U.S., and is expected to close by
Q2 Business Update / 2004 Outlook
Having completed its second quarter June 30, 2004, AIXTRON management is
issuing preliminary results for this quarter. Q2 equipment order intake
figures are euro 36 million, YTD equipment order intake is euro 66 million and
the equipment order backlog is euro 74 million as of June 30. Preliminary
total Q2 revenues are euro 34 million, giving preliminary total YTD revenues
of euro 59 million. The release of final Q2 results for AIXTRON will be as
planned on August 5. Due to the positive business development in the second
quarter, the forecast of total revenues for 2004 will be increased to a range
of euro 130 to 140 million (previous guidance euro 121 million), with net
profit in the range of euro 2 to 5 million (before transaction related
expenses). Previously, management predicted to break even.
Genus management believes that it is still possible to reach previous
guidance on revenues ($55 to $65 million) and order intake ($60 to
$70 million). As indicated earlier, the first half has been weak for both
orders and revenues and management expects conditions to improve in the second
half. Genus will discuss its financial results for the quarter ending
June 30, 2004 during its quarterly conference call on July 27.
Morgan Stanley and McDermott Will & Emery LLP are advising AIXTRON, and
Needham & Company and Wilson Sonsini Goodrich & Rosati, Professional
Corporation are advising Genus.
Conference Calls Scheduled for Friday, July 2
Senior management from AIXTRON and Genus will host two conference calls
Friday to discuss the transaction. Investors, news media and others may join
these conference calls.
The first conference call is scheduled for 10:30 a.m. Central European
time. Dial in number:
The second conference call is scheduled for 8:30 EDT (2:30 p.m. central
Dial in number:
From the US: 1-888-803-6692
Conf. Code: 8576009
AIXTRON was founded in Aachen in 1983 as a specialized equipment supplier
for the semiconductor industry. AIXTRON is the world's leading manufacturer of
state-of-the-art MOCVD (metalo-organic chemical vapor deposition) equipment
for the production of compound semiconductors and other complex material
systems. More than 200 customers worldwide, including almost all the major
global electronics groups, rely on AIXTRON technology in the production of
highly advanced devices such as LEDs, lasers, HEMTs detectors, HBTs, MESFETs.
These components are used in fiber optic communications systems, wireless and
mobile telephony applications, optical storage devices, illumination,
signaling and lighting, as well as a range of other leading edge technologies.
To date more than 750 AIXTRON systems are installed worldwide. AIXTRON AG
(ISIN DE0005066203) is listed in the Prime Standard of the German stock
exchange (Deutsche Borse AG) and is included in the MSCI World Index.
For additional information visit AIXTRON's web site at www.AIXTRON.com.
Genus, Inc. manufactures critical deposition processing products for the
global semiconductor industry and the data storage industry. To enable the
production of intricate micro computer chips and electronic storage devices,
Genus offers its LYNX and StrataGem series production-proven equipment for
200mm and 300mm semiconductor production, and offers thin film deposition
products for chemical vapor deposition (CVD), atomic layer deposition (ALD),
and pre-clean capabilities. Genus is at the forefront of market and technology
developments in the ALD marketplace, which is gaining acceptance worldwide as
a critical technology for sub 0.13-micron production of computer chips and
electronic storage devices. Genus's customers include semiconductor and
thin-film-head manufacturers located throughout the United States, Europe and
the Pacific Rim including Korea, Japan and Taiwan. Founded in 1981, the
company is headquartered in Sunnyvale, California.
For additional information visit Genus's web site at www.Genus.com.
Forward Looking Information
This document may contain forward-looking statements about the financial
conditions, results of operations and earnings outlook of AIXTRON and Genus
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Words such as "expects," "anticipates,"
"intends," "plans," "believes," and "estimates," and variations of these words
and similar expressions, identify these forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based
upon assumptions as to future events that may not prove accurate. Therefore,