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Genus Shareholders Approve Acquisition
by Merger With AIXTRON
SUNNYVALE, Calif., March 10 /PRNewswire-FirstCall
via COMTEX/ -- Genus Inc., a leading provider of thin film deposition
equipment for the semiconductor and data storage industries, announced
today that the merger with AIXTRON AG, a leading provider of equipment
for compound semiconductor epitaxy, has been completed pursuant
to the laws of the State of California. The shareholders of Genus,
at a special meeting held on March 10, 2005, approved the merger
with a majority of approximately 61 percent of the Genus outstanding
shares entitled to vote at the meeting. Of the shareholders who
voted, 94 percent were in favor of the transaction.
The American Depositary Shares (ADS) to be issued in the merger
to former Genus shareholders will commence trading on NASDAQ on
March 11, 2005. Genus shareholders will receive 0.51 AIXTRON ADS
in exchange for each Genus share. The AIXTRON ordinary shares underlying
the ADS are also expected to be admitted for trading next week at
the Frankfurt Stock Exchange following the registration of a share
capital increase of AIXTRON which was approved during AIXTRON's
extraordinary shareholders meeting held on September 30, 2004.
Commenting on the merger, Paul Hyland, CEO of AIXTRON
AG, said, "We are delighted that the Genus shareholders voted in
favor of the transaction. By combining the two companies we are
creating one of the world's premier suppliers of advanced deposition
technologies for the semiconductor industry. This transaction enables
us to leverage the two companies' complementary strengths and gain
the critical mass required to successfully compete in both the compound
semiconductor and semiconductor equipment industries."
"We would like to thank all of our shareholders
for their support on this very important strategic move," commented
Bill Elder, chairman and CEO of Genus. "In the combined companies'
position portfolio, AIXTRON's leading MOCVD equipment for the production
of LEDs, high frequency chips and lasers, and in particular their
ALD technology, will nicely complement Genus' leading-edge ALD technology,
which is required in the production of advanced semiconductors and
hard disc drives."
Forward-Looking Statements
This news release may contain forward-looking statements
about the business, financial condition, results of operations and
earnings outlook of AIXTRON within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform
Act of 1995. Words such as "may," "will," "expect," "anticipate,"
"contemplate," "intend," "plans," "believe," "continue" and "estimate,"
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. In any forward-looking statement in which AIXTRON 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 AIXTRON; the extent to which
metal-organic chemical vapor deposition, or MOCVD, technology is
demanded by the market place; 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;
exchange rate fluctuations; availability of government funding;
variability and availability of interest rates; delays in developing
and commercializing new products; general economic conditions being
less favorable than expected; and other factors. The forward-looking
statements contained in this news release are made as of the date
hereof and AIXTRON does not assume any obligation to (and expressly
disclaims 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 is
not an incorporation by reference of such information in this news
release, and you should not interpret such a reference as an incorporation
by reference of such information.
Additional Information
For additional information about factors that could
affect our future financial and operating results, see our filings
with the Securities and Exchange Commission, including the Registration
Statement on Form F-4 (Regis.No. 333-122624) filed with the Commission
on February 8, 2005 and available at the Commission's website at
www.sec.gov. Prior to the merger with AIXTRON, Genus traded on NASDAQ
under the symbol GGN
PRESS CONTACT:
Positio Public Relations, Inc.
Tel: (408) 453-2400
Trine Pierik |
COMPANY CONTACT:
Genus, Inc.
Tel: (408) 747-7120
Shum Mukherjee |
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