Nanometrics Incorporated (NASDAQ: NANO) and Rudolph
Technologies, Inc. (NYSE: RTEC), today announced that their
combined company will be named Onto Innovation Inc., following the
close of their previously announced merger of equals. The name Onto
Innovation reflects the combined company’s anticipated focus on the
future and exciting challenges ahead, highlighting the increasing
importance of innovation in enabling that future for the company
and its broader served markets. Onto Innovation will bring a
breadth of perspective across the entire semiconductor value chain
to innovate and enable its customers to solve their most difficult
yield, device performance, quality, and reliability issues. The
combined company will provide an expanded portfolio of leading-edge
technologies that include: 3D metrology spanning everything on the
chip from nanometer-scale transistors to micron-level
die-interconnects; macro defect inspection of wafers and packages;
metal interconnect composition; factory analytics; and lithography
for advanced semiconductor packaging.
“Each of these two successful companies has a rich legacy of
innovation in their respective fields. The name Onto Innovation
respects that legacy while emphasizing the combined company’s own
path of growth and progress, opening a door to possibilities for
customers, employees and shareholders. The name reflects a
continuous pursuit of innovation,” said Rudolph Chief Executive
Officer Michael Plisinski, who will be Chief Executive Officer of
the combined company. “As a global leader in process control,
across a broader range of markets, we will be a more critical
partner to our customers in their relentless pursuit to overcome
future manufacturing challenges as they face increasingly complex
processes.”
Following the closing of the transaction, the combined company’s
ticker symbol on the New York Stock Exchange (NYSE) is expected to
be “ONTO.”
The combined company’s common stock is expected to begin trading
on the NYSE under the ticker “ONTO” at the open of trading on the
trading day following the closing of the merger. Rudolph common
stock is expected to cease trading on the NYSE as of the close of
trading on the day the transaction closes, and Nanometrics common
stock is expected to cease trading on Nasdaq on the day Onto
Innovation begins trading on the NYSE.
Additional brand elements, such as the logo, typography and
visual identity will be revealed at a later date. While the new
name will be effective upon completion of the merger, customers
will continue to be served post-closing under the Nanometrics and
Rudolph brands for the near future. Over time following the
closing, both the Nanometrics and Rudolph brands will be seamlessly
transitioned to the full Onto Innovation customer experience,
products and services.
Assuming receipt of approvals from both shareholders of Rudolph
and shareholders of Nanometrics, and satisfaction of other
customary closing conditions, the transaction is expected to close
before the end of October.
About Nanometrics
Nanometrics is a leading provider of advanced, high-performance
process control metrology and inspection solutions used primarily
in the semiconductor manufacturing industry, as well as in the
fabrication of other solid-state devices and components in the
optoelectronic, LED and storage industries, and more recently in
the industrial, aerospace and scientific research markets.
Nanometrics’ process control solutions include automated and
integrated metrology systems as well as software and analytics that
measure and monitor key elements of device performance and yield,
such as critical dimensions, device structures, surface shape and
profile, overall topography and various thin film properties,
including three-dimensional features and film thickness, as well as
the optical, electrical and material properties of various
substrates, devices and components. Nanometrics’ solutions enable
advanced process control for device manufacturers, providing
improved device yield at reduced manufacturing cycle time,
supporting the accelerated product life cycles in the semiconductor
and other advanced markets. The company maintains its headquarters
in Milpitas, California, with sales and service offices worldwide.
Nanometrics is traded on Nasdaq Global Select Market under the
symbol NANO. Nanometrics’ website is www.nanometrics.com.
About Rudolph
Rudolph Technologies, Inc. is a leader in the design,
development, manufacture and support of defect inspection,
lithography, process control metrology, and process control
software used by semiconductor and advanced packaging device
manufacturers worldwide. Rudolph delivers comprehensive solutions
throughout the fab with its families of proprietary products that
provide critical yield-enhancing information, enabling
microelectronic device manufacturers to drive down costs and time
to market of their devices. Headquartered in Wilmington,
Massachusetts, Rudolph supports its customers with a worldwide
sales and service organization. Additional information can be found
on Rudolph’s website at www.rudolphtech.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties and are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act
of 1993, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. The words “believe,” “expect,” “anticipate,”
“intends,” “will,” or the negative thereof and similar expressions
are intended to identify such forward-looking statements. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond the
control of Nanometrics Incorporated (“Nanometrics”) and Rudolph
Technologies, Inc. (“Rudolph”). Statements in this communication
regarding Nanometrics, Rudolph, or the proposed business
combination between Nanometrics and Rudolph (the “Proposed
Transaction”) that are forward-looking, including statements
regarding the combined company’s name and ticker symbol, the
combined company’s business, the closing date for the Proposed
Transaction, the listing of the combined company on the NYSE,
delisting of Rudolph on the NYSE and delisting of Nanometrics on
Nasdaq, are based on management’s estimates, assumptions and
projections, and are subject to significant uncertainties and other
factors, many of which are beyond Nanometrics’ and Rudolph’s
control. These factors and risks include, but are not limited to,
(i) weakening of global and/or regional economic conditions,
generally or specifically in the semiconductor industry, which
could decrease the demand for Nanometrics’ and Rudolph’s products
and solutions; (ii) the ability of Nanometrics or Rudolph to meet
rapid demand shifts; (iii) the ability of Nanometrics or Rudolph to
continue technological innovation and introduce new products to
meet customers’ rapidly changing requirements; (iv) the companies’
concentrated customer bases; (v) the ability of Nanometrics or
Rudolph to identify, effect and integrate acquisitions, joint
ventures or other transactions; (vi) the ability of Nanometrics or
Rudolph to protect and enforce intellectual property rights; (vii)
operational, political and legal risks of Nanometrics’ and
Rudolph’s international operations; (viii) the increasing
complexity of certain manufacturing processes; (ix) raw material
shortages and price increases; (x) changes in government
regulations of the countries in which Nanometrics and Rudolph
operate; (xi) the fluctuation of currency exchange rates; (xii)
fluctuations in the market price of Nanometrics’ stock; and (xiii)
other risk factors and additional information. In addition,
material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty
associated with financial or other projections; the ability of the
companies’ to integrate their respective businesses promptly and
effectively and to achieve the anticipated synergies and
value-creation contemplated by the proposed transaction; the
companies’ ability to obtain the approval of the Proposed
Transaction by their respective stockholders and the timing of the
closing of the Proposed Transaction, including the risk that the
conditions to the transaction are not satisfied on a timely basis
or at all and the failure of the Proposed Transaction to close for
any other reason; the risk that a consent or authorization that may
be required for the Proposed Transaction is not obtained or is
obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the Proposed
Transaction; and the diversion of management time in connection
with the Proposed Transaction. For a more detailed discussion of
such risks and other factors, see Nanometrics’ and Rudolph’s
filings with the Securities and Exchange Commission (the “SEC”),
including under the heading “Risks Factors” in Nanometrics’ Annual
Report on Form 10-K for the fiscal year ended December 29, 2018,
filed on February 25, 2019, and Rudolph’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018, filed on February
15, 2019 and in any other subsequently filed periodic reports or
other filings of the companies with the SEC, each as available on
the SEC website at www.sec.gov or investor.nanometrics.com or
investors.rudolphtech.com. Neither Nanometrics nor Rudolph assumes
any obligation to update any forward-looking statements or
information, which speak as of their respective dates, to reflect
events or circumstances after the date of this communication, or to
reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued
“forward-looking statement” constitutes a reaffirmation of that
statement.
Additional Information and Where to Find It
This communication is for informational purposes only and does
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities or a solicitation of any vote
or approval. This communication relates to the Proposed
Transaction. In connection with the Proposed Transaction,
Nanometrics filed with the SEC an amendment to the registration
statement on Form S-4 on September 6, 2019, which includes a joint
proxy statement of Nanometrics and Rudolph that also constitutes a
prospectus of Nanometrics. The registration statement was declared
effective by the SEC on September 10, 2019, and Nanometrics and
Rudolph commenced mailing the joint proxy statement/prospectus to
stockholders of Nanometrics and stockholders of Rudolph on or about
September 12, 2019. Each of Nanometrics and Rudolph also plan to
file other relevant documents with the SEC regarding the Proposed
Transaction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE PROPOSED TRANSACTION. Investors and security
holders may obtain free copies of these documents and other
documents containing important information about Nanometrics and
Rudolph through SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by Nanometrics are available free of
charge on Nanometrics’ website at investor.nanometrics.com or by
contacting Nanometrics’ Investor Relations Department by email at
ir@nanometrics.com or by phone at (530) 265-9899. Copies of the
documents filed with the SEC by Rudolph are available free of
charge on Rudolph’s website at investors.rudolphtech.com or by
contacting Rudolph’s Investor Relations Department by email at
investors@rudolphtech.com or by phone at (978) 253-6200.
Participants in the Solicitation
Nanometrics, Rudolph and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the Proposed Transaction.
Information about the directors and executive officers of
Nanometrics is set forth in Nanometrics’ proxy statement for its
2019 annual meeting of stockholders, which was filed with the SEC
on April 3, 2019, and Nanometrics’ Annual Report on Form 10-K for
the fiscal year ended December 29, 2018, which was filed with the
SEC on February 25, 2019. Information about the directors and
executive officers of Rudolph is set forth in its proxy statement
for its 2019 annual meeting of stockholders, which was filed with
the SEC on April 2, 2019, and Rudolph’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2018, which was filed with
the SEC on February 15, 2019. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the joint proxy statement/prospectus and other
relevant materials filed or to be filed with the SEC regarding the
Proposed Transaction. Investors should read the joint proxy
statement/prospectus and other relevant materials carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from Nanometrics or Rudolph using the
sources indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20191015006086/en/
Nanometrics Contacts Greg Swyt Vice President, Finance
(408) 545-6008 ir@nanometrics.com
Claire McAdams (530) 265-9899 claire@headgatepartners.com
Rudolph Contacts Michael Sheaffer (978) 253-6273
mike.sheaffer@rudolphtech.com
Emily Claffey/Julie Rudnick/Fiona Tessitore Sard Verbinnen &
Co (212) 687-8080
Rudolph Technologies (NYSE:RTEC)
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