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Genus Schedules Special Shareholder
Meeting to Vote on AIXTRON Merger
SUNNYVALE, Calif.-February 9, 2005- Genus,
Inc. (NASDAQ : GGNS), announced today that it will host a special
meeting of shareholders at 9:00 a.m. local time on Thursday, March
10, 2005, to vote on its previously announced merger with AIXTRON
AG of Aachen, Germany. The meeting will be held at Genus headquarters,
located at 1130 Karlstad Drive, Sunnyvale, Calif.
Genus set Friday, February 4, 2005 as the record date for the determination
of shareholders entitled to vote at the special meeting. AIXTRON
will send a definitive proxy statement/prospectus to all Genus shareholders
of record as of the record date. The definitive proxy statement/prospectus
will contain important information regarding the previously announced
merger.
Genus also confirmed that it will not announce
financial results for the fourth quarter or the year ended December
31, 2004 as a stand-alone company, and Genus therefore will not
host an investor conference call.
About Genus, Inc.
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 of production-proven equipment for 200
mm and 300 mm semiconductor production, and offers thin film deposition
products for chemical vapor deposition (CVD), atomic layer deposition
(ALD), and wafer 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'
customers include semiconductor 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' web site at
www.genus.com.
NOTE: LYNX2®, and LYNX3™
are trademarks of Genus, Inc.
Forward-Looking Statements
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,
actual outcomes and results may differ materially from what is expressed
herein. For example, if Genus does not receive required shareholder
approval or either Genus or AIXTRON fail to satisfy other conditions
to closing, the transaction will not be consummated. In any forward-looking
statement in which AIXTRON or Genus expresses an expectation or
belief as to future results, such expectation or belief is expressed
in good faith and believed to have a reasonable basis, but there
can be no assurance that the statement or expectation or belief
will result or be achieved or accomplished. Actual operating results
may differ materially from such forward-looking statements and are
subject to certain risks, including risks arising from: actual customer
orders received by the companies; the extent to which MOCVD and
ALD technology is demanded by the market place; the actual number
of customer orders received by the companies; the timing of final
acceptance of products by customers; the financial climate and accessibility
of financing, general conditions in the thin film equipment market
and in the macro-economy; cancellations, rescheduling or delays
in product shipments; manufacturing capacity constraints; lengthy
sales and qualification cycles; difficulties in the production process;
changes in semiconductor industry growth; increased competition;
delays in developing and commercializing new products; general economic
conditions being less favorable than expected; the risk that the
AIXTRON and Genus businesses will not be integrated successfully;
costs related to the proposed merger; failure of the Genus shareholders
to approve the proposed merger or the failure of other conditions
to the proposed merger to be satisfied; and other factors, including
those set forth in Genus's filings with the U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for
its most recent fiscal year and its most recent Quarterly Report
on Form 10-Q, particularly in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
sections, and its Current Reports on Form 8-K. The forward-looking
statements contained in this news release are made as of the date
hereof and AIXTRON and Genus do not assume any obligation to (and
expressly disclaim any such obligation to) update the reasons why
actual results could differ materially from those projected in the
forward-looking statements. Any reference to the Internet website
of AIXTRON or Genus is not an incorporation by reference of such
information in this press release, and you should not interpret
such a reference as an incorporation by reference of such information.
Additional Information
AIXTRON and Genus entered into a definitive merger
agreement on July 1, 2004. AIXTRON has filed a registration statement
on Form F-4 with the US Securities and Exchange Commission, or SEC,
which includes a prospectus of AIXTRON and a proxy statement of
Genus. Investors and security holders are urged to read the proxy
statement/prospectus regarding the business combination transaction
referenced in the foregoing information because it will contain
important information. Investors and security holders may obtain
a free copy of the proxy statement/prospectus and other documents
filed by AIXTRON and Genus with the SEC at the SEC's website at
www.sec.gov. The proxy statement/prospectus and these other
documents may also be obtained for free from AIXTRON by directing
a request to AIXTRON Investor Relations at Kackertstr.15-17, 52072
Aachen, +49 241 8909 444 or from Genus, by directing a request to
Genus Investor Relations at 1139 Karlstad Drive, Sunnyvale, Calif.
94089, (408) 747-7140 Ext. 1311.
Certain Participants
AIXTRON and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of Genus in connection with the merger. Information
regarding the special interests of these directors and executive
officers in the merger will be included in the proxy statement/prospectus
described above. Genus and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of Genus in connection with the merger. Information
regarding the special interests of these directors and executive
officers in the merger will be included in the proxy statement/prospectus
described above.
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