Axcelis Technologies Inc【ACLS】株式ニュース

Axcelis Announces Financial Results for Fourth Quarter and Full Year 2025February 17, 2026 4:01 PM
PR Newswire (US)

Q4 Highlights:Revenue of $238 millionGAAP Gross Margin of 47.0%, and Non-GAAP Gross Margin of 47.3%GAAP Operating Margin of 15.2% and Non-GAAP Operating Margin of 21.1%GAAP Diluted Earnings Per Share of $1.10, and Non-GAAP Diluted Earnings Per Share of $1.49BEVERLY, Mass., Feb. 17, 2026 /PRNewswire/ -- Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the fourth quarter and full year ended December 31, 2025.

President and CEO Russell Low commented, "Axcelis exited 2025 on a strong note with fourth quarter results that exceeded our outlook. We achieved another record quarter of CS&I revenue, reflecting the strength of our growing installed base and our strategic focus on driving upgrades and service contracts. We continue to execute with discipline, particularly as our customers navigate a mixed demand environment in Power and General Mature markets. At the same time, we are encouraged by the improving demand trends in our Memory market and expect this momentum to continue in 2026.""We continue working toward closing our pending merger with Veeco and remain confident in the compelling prospects and potential of the combined company. Together, we expect to be even better positioned to capitalize on the secular growth trends driven by AI, electrification, and next generation device architectures — and expect to leverage complementary strengths across our portfolios and teams to deliver greater value for all of our stakeholders". Executive Vice President and Chief Financial Officer Jamie Coogan stated, "We closed the year with strong financial execution in the fourth quarter, highlighted by record CS&I performance and gross margins above expectations. These results reflect operational discipline, favorable mix, and the strength of our aftermarket strategy. For the full year, we delivered double digit CS&I growth, expanded gross margins, and generated more than $100 million of free cash flow, while continuing to invest in innovation and returning more than $120 million in capital to shareholders."Results Summary
(In thousands, except per share amounts and percentages)

Three months ended December 31,

Twelve months ended December 31,

2025

2024

2025

2024Revenue$238,330
$252,417
$839,048
$1,017,865Gross margin
47.0 %

46.0 %

44.9 %

44.7 %Operating margin
15.2 %

21.6 %

14.2 %

20.7 %Net income$34,297
$49,956
$120,238
$200,992Diluted earnings per share $1.10
$1.54
$3.80
$6.15

Non-GAAP Results

Three months ended December 31,

Twelve months ended December 31,

2025

2024

2025

2024Non-GAAP gross margin
47.3 %

46.3 %

45.2 %

44.9 %Non-GAAP operating margin
21.1 %

24.2 %

19.0 %

23.3 %Adjusted EBITDA$54,650
$65,299
$176,724
$253,088Non-GAAP net income$46,352
$55,547
$154,463
$223,769Non-GAAP diluted earnings per share $1.49
$1.71
$4.88
$6.84

Business Outlook
For the first quarter ending March 31, 2026, Axcelis expects revenues of approximately $195 million, GAAP earnings per diluted share of approximately $0.38, and non-GAAP earnings per share of approximately $0.71.Please refer to First Quarter 2026 Outlook under the "Notes on our Non-GAAP Financial Information" section of this document for detail relating to the computation of non-GAAP earnings per diluted share as well as the Safe Harbor Statement section of this document.Fourth Quarter and Full Year 2025 Conference CallThe Company will host a call to discuss the results for the fourth quarter and full year 2025 today at 5:00 p.m. ET. The call will be available via webcast that can be accessed through the Investors page of Axcelis' website at www.axcelis.com, or by registering as a participant here:https://register-conf.media-server.com/register/BIfd551cd8408c4503b0229e94192ef512
Webcast replays will be available for 30 days following the call.Use of Non-GAAP Financial ResultsThis press release includes financial measures that are not presented in accordance with U.S. generally accepted accounting principles ("non-GAAP financial measures"). These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP income tax provision, Adjusted EBITDA, non-GAAP net income, and non-GAAP diluted earnings per share, and reflect adjustments for the impact of share-based compensation expense, certain items related to restructuring and severance charges and any associated adjustments and transaction and integration costs associated with the merger agreement with Veeco Instruments announced on October 1, 2025.Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this release.For further information regarding these non-GAAP financial measures, please refer to the tables presenting reconciliations of our non-GAAP results to our GAAP results and the "Notes on Our Non-GAAP Financial Information" at the end of this press release.Safe Harbor StatementThis press release contains, and the conference call will contain, forward-looking statements under the Private Securities Litigation Reform Act safe harbor provisions. These statements, which include our expectations for spending in our industry and guidance for future financial performance, are based on management's current expectations and should be viewed with caution. They are subject to various risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are outside the control of the Company, including that customer decisions to place orders or our product shipments may not occur when we expect, that orders may not be converted to revenue in any particular quarter, or at all, whether demand will continue for the semiconductor equipment we produce or, if not, whether we can successfully meet changing market requirements, and whether we will be able to maintain continuity of business relationships with and purchases by major customers and, with respect to the potential transaction with Veeco, failure to obtain applicable regulatory approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transaction or to complete the proposed transaction on anticipated terms and timing; negative effects of the announcement of the proposed transaction; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed transaction will harm business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties in connection with the proposed transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on the Company's, Veeco's or the combined company's relationships with suppliers, customers, employees and regulators; and demand for the combined company's products. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political and social conditions in the countries in which the Company and Veeco, their respective customers and suppliers operate; disruption to the Company's and Veeco's respective manufacturing facilities or other operations, or the operations of Company's and Veeco's respective customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; the Company's, Veeco's and the combined company's ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; the Company's, Veeco's and the combined company's ability to maintain their respective technology advantage and protect their respective proprietary rights; the Company's, Veeco's and the combined company's ability to compete with new products introduced by their respective competitors; the Company's, Veeco's and the combined company's ability or the ability of their respective customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China. Increased competitive pressure on sales and pricing, increases in material and other production costs that cannot be recouped in product pricing and instability caused by changing global economic, political or financial conditions, including with respect to the imposition of tariffs on our products or components of our products, could also cause actual results to differ materially from those in our forward-looking statements. These risks and other risk factors relating to Axcelis are described more fully in the most recent Form 10-K filed by Axcelis and in other documents filed from time to time with the Securities and Exchange Commission.About AxcelisAxcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.CONTACTS:Investor Relations Contact:
David Ryzhik
Senior Vice President, Investor Relations and Corporate Strategy
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.comPress/Media Relations Contact:
Maureen Hart
Senior Director, Corporate & Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.com Axcelis Technologies, Inc.Consolidated Statements of Operations(In thousands, except per share amounts)(Unaudited)

Three months ended
Twelve months ended

December 31,
December 31,

2025
2024
2025
2024
Revenue:

Product
$224,601
$241,254
$792,045
$976,881
Services

13,729

11,163

47,003

40,984
Total revenue

238,330

252,417

839,048

1,017,865
Cost of revenue:

Product

110,745

125,402

412,786

524,451
Services

15,653

10,792

49,414

38,760
Total cost of revenue

126,398

136,194

462,200

563,211
Gross profit

111,932

116,223

376,848

454,654
Operating expenses:

Research and development

30,126

27,654

108,958

105,497
Sales and marketing

19,403

16,563

65,368

68,046
General and administrative

26,231

17,475

83,207

70,317
Total operating expenses

75,760

61,692

257,533

243,860
Income from operations

36,172

54,531

119,315

210,794
Other income (expense):

Interest income

4,936

6,277

21,484

24,403
Interest expense

(1,336)

(1,444)

(5,364)

(5,462)
Other, net

246

(719)

2,814

539
Total other income

3,846

4,114

18,934

19,480
Income before income taxes

40,018

58,645

138,249

230,274
Income tax provision

5,721

8,689

18,011

29,282
Net income
$34,297
$49,956
$120,238
$200,992
Net income per share:

Basic
$1.11
$1.54
$3.81
$6.17
Diluted
$1.10
$1.54
$3.80
$6.15
Shares used in computing net income per share:

Basic weighted average shares of common stock

30,925

32,424

31,574

32,552
Diluted weighted average shares of common
stock

31,123

32,514

31,668

32,704

Axcelis Technologies, Inc.Consolidated Balance Sheets(In thousands, except per share amounts)(Unaudited)

December 31,
December 31,

2025
2024
ASSETS
Current assets:

Cash and cash equivalents
$145,451
$123,512
Short-term investments

228,802

447,831
Accounts receivable, net

168,479

203,149
Inventories, net

329,010

282,225
Prepaid income taxes

4,658

6,420
Prepaid expenses and other current assets

66,802

60,471
Total current assets

943,202

1,123,608
Property, plant and equipment, net

56,146

53,784
Operating lease assets

28,927

29,621
Finance lease assets, net

14,154

15,346
Long-term restricted cash

10,627

7,552
Deferred income taxes

79,895

68,277
Long-term investments

182,396

—
Other assets

46,004

50,593
Total assets
$1,361,351
$1,348,781
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Accounts payable
$42,309
$46,928
Accrued compensation

34,233

25,536
Warranty

9,516

13,022
Income Taxes

11,383

—
Deferred revenue

65,494

94,673
Current portion of finance lease obligation

1,575

1,345
Other current liabilities

33,150

26,018
Total current liabilities

197,660

207,522
Long-term finance lease obligation

40,754

42,329
Long-term deferred revenue

43,445

43,501
Other long-term liabilities

44,815

42,639
Total liabilities

326,674

335,991

Stockholders' equity:

Common stock, $0.001 par value, 75,000 shares authorized; 30,717 shares issued and
outstanding at December 31, 2025; 32,365 shares issued and outstanding at December 31,
2024

31

32
Additional paid-in capital

533,309

548,654
Retained earnings

503,539

470,318
Accumulated other comprehensive loss

(2,202)

(6,214)
Total stockholders' equity

1,034,677

1,012,790
Total liabilities and stockholders' equity
$1,361,351
$1,348,781

Axcelis Technologies, Inc.Condensed Consolidated Statements of Cash Flows(In thousands)(Unaudited)

Three months ended

Twelve months ended

December 31,

December 31,

2025
2024

2025

2024

Cash flows from operating activities

Net income$34,297
$49,956
$120,238
$200,992
Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization
4,461

4,267

17,613

15,809
Stock-based compensation expense
5,105

5,380

20,773

20,951
Other
(5,351)

(442)

(9,461)

(11,532)
Change in other assets and liabilities, net
(45,079)

(46,381)

(30,858)

(85,402)
Net cash (used in) provided by operating activities
(6,567)

12,780

118,305

140,818

Cash flows from investing activities

Expenditures for property, plant and equipment and capitalized
software
(2,335)

(4,658)

(11,295)

(12,181)
Other changes in investing activities, net
(4,972)

13,779

41,222

(96,545)
Net cash (used in) provided by investing activities
(7,307)

9,121

29,927

(108,726)

Cash flows from financing activities

Repurchase of common stock
(25,231)

(15,131)

(121,081)

(60,489)
Other changes from financing activities, net
610

588

(3,412)

(10,703)
Net cash used in financing activities
(24,621)

(14,543)

(124,493)

(71,192)

Effect of exchange rate changes on cash and cash equivalents
(554)

(3,013)

1,275

(3,787)
Net (decrease) increase in cash, cash equivalents and restricted cash
(39,049)

4,345

25,014

(42,887)

Cash, cash equivalents and restricted cash at beginning of period
195,127

126,719

131,064

173,951
Cash, cash equivalents and restricted cash at end of period$156,078
$131,064
$156,078
$131,064

Notes on Our Non-GAAP Financial InformationManagement uses non-GAAP gross profit, gross margin, operating income, operating margin, income tax provision, net income, diluted earnings per share, and Adjusted EBITDA to evaluate the Company's operating and financial performance and for planning purposes. Axcelis believes these measures enhance an overall understanding of its performance and investors' ability to review the Company's business from the same perspective as the Company's management. There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.Totals presented may not sum and percentages may not recalculate using figures presented due to rounding.
Axcelis Technologies, Inc. Schedule Reconciling Selected Non-GAAP Financial Measures(In thousands, except per share amounts)

Three months ended December 31,

Twelve months ended December 31,

2025

2024

2025

2024GAAP gross Profit$111,932
$116,223
$376,848
$454,654Restructuring1
293

256

519

1,132Stock-based compensation
443

399

1,864

1,505Non-GAAP gross profit$112,668
$116,878
$379,231
$457,291Non-GAAP gross margin
47.3 %

46.3 %

45.2 %

44.9 %

GAAP operating expense$75,760
$61,692
$257,533
$243,860Transaction and integration3
(7,541)

-

(16,296)

-Bad debt expense
-

(3)

-

(2,987)Restructuring1
(1,078)

(862)

(2,208)

(1,414)Stock-based compensation
(4,662)

(4,981)

(18,909)

(19,446)Non-GAAP operating expense$62,479
$55,846
$220,120
$220,013

GAAP operating income$36,172
$54,531
$119,315
$210,794Transaction and integration3
7,541

-

16,296

-Bad debt expense
-

3

-

2,987Restructuring1
1,371

1,118

2,727

2,546Stock-based compensation
5,105

5,380

20,773

20,951Non-GAAP operating income$50,189
$61,032
$159,111
$237,278Non-GAAP operating margin
21.1 %

24.2 %

19.0 %

23.3 %

GAAP income tax provision$5,721
$8,689
$18,011
$29,282Income tax effect of non-GAAP
adjustments2
1,962

910

5,571

3,708Non-GAAP income tax provision $7,683
$9,599
$23,582
$32,990

GAAP net income$34,297
$49,956
$120,238
$200,992Transaction and integration3
7,541

-

16,296

-Bad debt expense
-

3

-

2,987Restructuring1
1,371

1,118

2,727

2,547Stock-based compensation
5,105

5,380

20,773

20,951Income tax effect of non-GAAP
adjustments2
(1,962)

(910)

(5,571)

(3,708)Non-GAAP net income$46,352
$55,547
$154,463
$223,769

GAAP diluted EPS$1.10
$1.54
$3.80
$6.15Transaction and integration3
0.24

-

0.51

-Bad debt expense
-

-

-

0.09Restructuring1
0.05

0.03

0.09

0.07Stock-based compensation
0.16

0.17

0.66

0.64Income tax effect of non-GAAP
adjustments2
(0.06)

(0.03)

(0.18)

(0.11)Non-GAAP diluted EPS$1.49
$1.71
$4.88
$6.84

Note 1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.Note 2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.Note 3: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025.

Axcelis Technologies, Inc.Reconciliation of Net Income to Adjusted EBITDA(In thousands, except percentages)

Three months ended December 31,

Twelve months ended December 31,

2025

2024

2025

2024Net Income$34,297
$49,956
$120,238
$200,992Other (income)/expense
(3,846)

(4,114)

(18,934)

(19,480)Income tax provision
5,721

8,689

18,011

29,282Depreciation & amortization
4,461

4,267

17,613

15,809Subtotal
40,633

58,798

136,928

226,603Transaction and integration2
7,541

-

16,296

-Bad debt expense
-

3

-

2,987Restructuring1
1,371

1,118

2,727

2,547Stock-based compensation
5,105

5,380

20,773

20,951Adjusted EBITDA$54,650
$65,299
$176,724
$253,088Adjusted EBITDA margin
22.9 %

25.9 %

21.1 %

24.9 %

Note 1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.Note 2: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025. Axcelis Technologies, Inc.First Quarter 2026 OutlookGAAP to Non-GAAP Diluted Earnings Per Share

Three months endedMarch 31, 2026GAAP diluted EPS$0.38Transaction and Integration2
0.22Restructuring3
-Stock-based compensation
0.16Income tax effect of non-GAAP adjustments1 (0.05)Non-GAAP diluted EPS$0.71

Note 1: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.Note 2: Transaction and Integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025.Note 3: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.

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Original: Axcelis Announces Financial Results for Fourth Quarter and Full Year 2025

Axcelis Stockholders Approve Merger with VeecoFebruary 6, 2026 4:10 PM
PR Newswire (US)

BEVERLY, Mass., Feb. 6, 2026 /PRNewswire/ -- Axcelis Technologies, Inc. (Nasdaq: ACLS) ("Axcelis") today announced that its stockholders have voted to approve all proposals related to the Company's pending merger (the "Merger") with Veeco Instruments Inc. (Nasdaq: VECO) at its Special Meeting of Stockholders ("Special Meeting").

The final voting results of the Special Meeting will be reported in a Form 8-K filed by Axcelis with the U.S. Securities and Exchange Commission.The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People's Republic of China.Axcelis and Veeco continue to expect that the Merger will be completed in the second half of 2026.About Axcelis
Axcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.Additional Information About the Potential Transaction and Where to Find It
In connection with the proposed Merger between Axcelis and Veeco pursuant to the Merger Agreement, dated as of September 31, 2025, by and between Axcelis, Veeco and Victory Merger Sub, Inc., on December 8, 2025, Axcelis filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (File No. 333-292008), as amended on December 29, 2025 (the "Registration Statement"). The Registration Statement was declared effective by the SEC on December 31, 2025. Each of Axcelis and Veeco filed a definitive joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") with the SEC on December 31, 2025 and commenced mailing to their respective stockholders on or about December 31, 2025. Each of Axcelis and Veeco may also file with or furnish to the SEC other relevant documents regarding the proposed Merger. This document is not a substitute for the Joint Proxy Statement/Prospectus or any other document that Axcelis or Veeco has filed or may file with or furnish to the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents containing important information about Axcelis, Veeco and the proposed Merger through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis' website at investor.axcelis.com or by contacting Axcelis' Investor Relations department by email at Investor-Relations@axcelis.com. Copies of the documents filed with or furnished to the SEC by Veeco will be available free of charge on Veeco's website at ir.veeco.com or by contacting Veeco's Investor Relations department by email at Investorrelations@veeco.com.No Offer or Solicitation
This document is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Forward-Looking Statements
Certain statements included in this document, and any related oral statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining to: (i) future industry demand for semiconductors and wafer fabrication equipment; (ii) future development of regulatory landscape; (iii) Axcelis' or Veeco's market position for the future; (iv) forecasts of financial measures for future periods; (v) long-term financial targets and underlying assumptions; (vi) the future investment plan for research and development, technology and infrastructure; (vii) future shareholder returns; and (viii) potential synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements.Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "budget," "scheduled," "forecasts," "estimates," "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could," "would," "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.These forward-looking statements are based on current information and assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory approvals, satisfying other closing conditions to the proposed Merger, the expected tax treatment of the proposed Merger, the expected timing of the proposed Merger and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. These risks include, among other things: failure to obtain applicable regulatory approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed Merger or to complete the proposed Merger on anticipated terms and timing; negative effects of the announcement of the proposed Merger; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed Merger will harm business plans and operations; risks relating to unanticipated costs of integration; significant Merger and/or integration costs, or difficulties in connection with the proposed Merger and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed Merger that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed Merger; the potential impact of the announcement or consummation of the proposed Merger on Axcelis', Veeco's or the combined company's relationships with suppliers, customers, employees and regulators; and demand for the combined company's products. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political and social conditions in the countries in which Axcelis and Veeco, their respective customers and suppliers operate; disruption to Axcelis' and Veeco's respective manufacturing facilities or other operations, or the operations of Axcelis' and Veeco's respective customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; Axcelis', Veeco's and the combined company's ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; Axcelis', Veeco's and the combined company's ability to maintain their respective technology advantage and protect their respective proprietary rights; Axcelis', Veeco's and the combined company's ability to compete with new products introduced by their respective competitors; Axcelis', Veeco's and the combined company's ability or the ability of their respective customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China.For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this press release, please refer to Axcelis' most recent Annual Report on Form 10-K and Veeco's most recent Annual Report on Form 10-K, and other subsequent filings with the SEC made by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update these forward-looking statements.Axcelis Contacts
Investor Relations:
David Ryzhik
Senior Vice President, Investor Relations and Corporate Strategy
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.comMedia:
Maureen Hart
Senior Director, Corporate & Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.comMahmoud Siddig / Andrew Siegel / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

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Original: Axcelis Stockholders Approve Merger with Veeco