/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 growth." 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 year-end. 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 www.AIXTRON.com. 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 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, information.