AIXTRON and Genus to Merge in Stock-for-Stock Transaction

-- Creation of a World-Leading Supplier of 'Nano' Deposition Technology to

the Semiconductor Industry

-- Combined Pro Forma 2003 Revenues of Approx. Euro 142 Million

($160 Million)

-- Exchange Ratio of 0.51 AIXTRON ADRs per Genus Share

-- Total Transaction Value Euro 117.7 Million ($143.2 Million)

AACHEN, Germany and SUNNYVALE, Calif., July 2

Jul 02, 2004, 01:00 ET

/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:
     (UK):  +44-20-70-19-95-04
     (Germany):  +49-69-22-22-71-11
     The second conference call is scheduled for 8:30 EDT (2:30 p.m. central
 European time)
     Dial in number:
      From the US:  1-888-803-6692
      International:  1-706-634-1030
      Conf. Code:  8576009
     About AIXTRON
     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
     About Genus
     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
     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,