Brooks Automation and Helix Technology Agree to Merge
July 11 2005 - 7:33AM
PR Newswire (US)
Brooks Automation and Helix Technology Agree to Merge Strategic
Business Combination Creates a Leading Provider of Integrated
Subsystem Solutions to the Semiconductor Capital Equipment Industry
CHELMSFORD and MANSFIELD, Mass., July 11 /PRNewswire-FirstCall/ --
Brooks Automation, Inc. ("Brooks") (NASDAQ:BRKS), a leading
provider of hardware and software automation solutions to the
global semiconductor industry, and Helix Technology Corporation
("Helix") (NASDAQ:HELX), a global leader in the development and
application of innovative solutions in the field of vacuum
technology, today announced that they have signed a definitive
agreement under which Brooks will acquire Helix. The strategic
business combination of Brooks and Helix will create a leading
provider of integrated subsystem solutions to the semiconductor
capital equipment industry, with trailing annual revenues totaling
more than $720 million. Under the terms of the definitive
agreement, which was unanimously approved by the boards of
directors of both companies, Helix stockholders will receive 1.11
shares of Brooks common stock for each share of Helix common stock.
Based on the closing price of Brooks common stock on July 8, 2005,
the transaction values Helix at $454 million. Brooks stockholders
will own 61% and Helix stockholders will own 39% of the combined
company on a fully diluted basis. The transaction is expected to be
significantly accretive to Brooks' earnings within the first year
and to be tax-free to the stockholders of both companies for U.S.
federal income tax purposes. Edward C. Grady, president and chief
executive officer of Brooks, will be president and chief executive
officer of the combined company, which will be known as Brooks
Automation. The combined enterprise will have an Office of the
President, which will include James Gentilcore, currently Helix
president and chief executive officer, as president and chief
operating officer of a newly created Semiconductor Products Group;
and Joseph M. Bellini, currently executive vice president and
general manager of the Brooks Software Division, as president and
chief operating officer of a newly created Enterprise Software
Group. The combined company's board of directors will be composed
of 10 members, including the 7 current members of the Brooks board
and 3 additional members from Helix's current board. In addition,
one non-voting emeritus director will be selected by Helix. The
combined company will be headquartered in Chelmsford,
Massachusetts. "We expect this transaction to be significantly
accretive to Brooks' earnings in our fiscal year 2006," said Edward
C. Grady, president and chief executive officer of Brooks
Automation. "In addition, we believe we will be able to capture
significant operating efficiencies that will position us to
accelerate earnings growth and enhance our financial performance
throughout business cycles, and thereby benefit all the
stakeholders of the combined enterprise. Moreover, by combining the
strong, market-leading products of Brooks and Helix, particularly
in the vacuum products segment, we believe we will be significantly
better positioned to deliver increased value as a major systems
supplier to our customers while continuing to build value for our
stockholders and employees." Mr. Grady continued: "As semiconductor
capital equipment manufacturers increasingly outsource their
systems, we have strengthened our leadership position in what we
believe is the fastest-growing segment within tool automation, the
vacuum modules and systems business. In addition, the strong global
service and support capabilities of the Helix organization will
substantially increase Brooks' abilities in that area." James
Gentilcore, president and chief executive officer of Helix
Technology, said: "The complementary skills, technologies and
product offerings of Brooks and Helix will create a strong platform
for delivering unique, integrated vacuum systems to both existing
and new customers. Helix's world-class process vacuum technology,
thermal management offerings and global services complement Brooks'
vacuum tool automation modules and systems, enabling the combined
enterprise to enhance its customer value proposition and more
effectively pursue attractive growth opportunities. As the industry
continues to move towards consolidation, it is more critical than
ever to have the size and scale required to compete successfully
for continued market leadership. We believe this important and
exciting transaction is a unique opportunity to create significant
value for the stockholders, customers and employees of the combined
enterprise." Completion of the transaction is subject to the
applicable Hart-Scott-Rodino waiting period, stockholder approval
of each company, and other customary closing conditions, and is
expected to occur in the fourth calendar quarter of 2005. Credit
Suisse First Boston LLC acted as financial advisor and Ropes &
Gray LLP acted as legal advisor to Brooks. Needham and Company, LLC
rendered a fairness opinion to Brooks. Morgan Stanley & Co.
Incorporated acted as financial advisor and Palmer & Dodge LLP
acted as legal advisor to Helix. Conference Call and Webcast Brooks
and Helix will host a joint conference call on July 11, 2005, at
9:00 a.m. Eastern (6:00 a.m. Pacific), at which Messrs. Grady and
Gentilcore and other senior executives will discuss the transaction
and answer questions from analysts, investors and other interested
parties. Conference Call Date: July 11, 2005 Time: 9:00 a.m.
Eastern (6:00 a.m. Pacific) Dial in #: (719) 457-2654 Passcode:
9246842 A live Webcast of this conference call will be available in
the investor relations section of the Brooks Web site,
http://www.brooks.com/, and Helix Web site,
http://www.helixtechnology.com/, under the title "Brooks and Helix
Transaction Announcement Webcast." An archive of this Webcast will
be made available following the conference call, and can be
accessed for at least the next twelve months on the section for
Webcasts at http://www.brooks.com/ and
http://www.helixtechnology.com/ under the title "Brooks and Helix
Transaction Announcement Webcast." A telephone replay will also be
made available following the call at the following number: (719)
457-0820 beginning at 1:00 p.m. Eastern, Monday, July 11, 2005, and
available for 7 days. The passcode for the replay is 9246842. About
Brooks Automation, Inc. Brooks (NASDAQ:BRKS) is a leading worldwide
provider of automation solutions to the global semiconductor and
related industries. The company's factory and tool automation
hardware, software and professional services can manage every
wafer, reticle and data movement in the fab, helping customers
improve throughput and yield while reducing both cost and time to
market. Brooks products and services are used in virtually every
fab in the world as well as by many customers in industries outside
of semiconductor manufacturing. For more information, visit
http://www.brooks.com/. About Helix Technology Helix Technology
Corporation (NASDAQ:HELX) is a global leader in the development and
application of innovative solutions in the field of vacuum
technology. Helix product offerings provide a broad range of
components and subsystems that are key to the manufacture of
semiconductors, flat panel displays and data storage devices. In
addition, Helix's highly regarded Global Support activity provides
critical ongoing operational support services to semiconductor
device producers throughout the world. For more information, visit
http://www.helixtechnology.com/. Important Additional Information
to be Filed with the SEC In connection with the proposed
transaction, Brooks plans to file a Registration Statement on Form
S-4 containing a Joint Proxy Statement/Prospectus with the
Securities and Exchange Commission ("SEC"). Security holders of
each company and other investors are urged to read the Registration
Statement and any other relevant documents filed with the SEC,
including the Joint Proxy Statement/Prospectus that will be part of
the Registration Statement, when they become available because they
will contain important information about Brooks, Helix, the
proposed transaction and related matters. The final Joint Proxy
Statement/Prospectus will be mailed to stockholders of Brooks and
Helix. Security holders and investors of Brooks and Helix will be
able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus, when they become available, as
well as other filings with the SEC that will be incorporated by
reference into such documents, containing information about Brooks
and Helix, without charge, at the SEC's Internet site
(http://www.sec.gov/). These documents can also be obtained,
without charge, by directing a request to Brooks Automation, 15
Elizabeth Drive, Chelmsford, MA 01824, Attention: Investor
Relations Dept., telephone: 978-262-2602, or at ; or to Helix
Technology Corporation, Nine Hampshire Street, Mansfield, MA 02048,
Attention: Investor Relations Dept., telephone: (508) 337-5111, or
at . In addition, investors and security holders may access copies
of the documents filed with the SEC by Brooks or Helix on their
respective Web sites at http://www.brooks.com/ or
http://www.helixtechnology.com/. Participants in Solicitation
Brooks, Helix and their respective directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Brooks and Helix
stockholders in respect of the proposed transaction. Information
regarding Brooks' participants is available in Brooks' Annual
Report on Form 10-K for the year ended September 30, 2004, and the
proxy statement, dated January 10, 2005, for its 2005 annual
meeting of stockholders, which are filed with the SEC. Information
regarding Helix's participants is available in Helix's Annual
Report on Form 10-K for the year ended December 31, 2004, and the
proxy statement, dated May 2, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Additional information
regarding interests of such participants will be included in the
Registration Statement containing the Joint Proxy
Statement/Prospectus to be filed with the SEC. Cautionary Statement
Concerning Forward-Looking Statements. Statements in this press
release regarding the proposed transaction, and the expected
timetable for completing the transaction, constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements
concerning the benefits of the proposed transaction, the combined
company's status as a premier provider of integrated subsystems
solutions primarily for the semiconductor capital equipment market;
trends in the semiconductor manufacturing industry, including the
trend among semiconductor capital equipment manufacturers to
outsource production of certain of their systems and growth trends
within the market segments in which the combined company will
compete; the strength, profitability and capabilities of the
combined company; the ability of the combined company to achieve
efficiencies, profitability and growth; the capabilities and market
acceptance of the combined company's products going forward; the
impact of the acquisition and merger in mitigating the volatility
of financial performance; and the importance of size and scale as a
factor in competing in the market segments in which the combined
company will operate. Such statements are based upon the current
beliefs and expectations of Brooks' and Helix's management and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be
considered to be forward- looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including: the ability to obtain governmental approvals
of the transaction on the proposed terms and schedule; the failure
of Brooks and Helix stockholders to approve the transaction; the
ability of Brooks to successfully integrate Helix's operations and
employees; the risk that the cost savings and any other synergies
from the transaction may not be fully realized or may take longer
to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers and
employees; and competition and its effect on pricing, spending,
third-party relationships and revenues. Additional factors that may
affect future results are contained in Brooks' and Helix's filings
with the SEC, including Brooks' Annual Report on Form 10-K for the
year ended September 30, 2004 and Helix's Annual Report on Form
10-K for the year ended December 31, 2004, which are available at
the SEC's Internet site (http://www.sec.gov/). The information set
forth herein speaks only as of the date hereof, and Brooks and
Helix disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this press release. Contacts: Mark B. Chung
Beverly L. Couturier Director of Investor Relations Director of
Investor Relations Brooks Automation, Inc. Helix Technology
Corporation Telephone: (978) 262-2459 Telephone: (508) 337-5111
DATASOURCE: Brooks Automation, Inc. CONTACT: Mark B. Chung,
Director of Investor Relations for Brooks Automation, Inc.,
+1-978-262-2459, or ; Beverly L. Couturier, Director of Investor
Relations for Helix Technology Corporation, +1-508-337-5111, or Web
site: http://www.brooks.com/ http://www.helixtechnology.com/
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