Flanders, NJ, February 15, 2006 - Rudolph Technologies, Inc. (Nasdaq: RTEC), a leading provider of process control equipment for thin film measurement and macro defect inspection, announced today that its merger with August Technology Corporation has been completed. August Technology is a market leader in defect inspection and analysis for front-end processes and final manufacturing.
The merger was approved by August Technology's shareholders, and the issuance of shares of Rudolph common stock was approved by Rudolph's stockholders, at their respective special meetings held earlier today.
Paul F. McLaughlin, Chairman and Chief Executive Officer of Rudolph Technologies, commented, "we are extremely pleased to be announcing the completion of this merger. We feel confident that the new Rudolph is positioned for strong, long-term profitable growth, exceptional technological innovation and increased market penetration, providing significant and exciting opportunities for our shareholders, employees and customers." Mr. McLaughlin further noted,” we believe that leveraging the front and back-end knowledge of Rudolph and August Technology places the combined company in a unique position as a leading provider of one of the broadest and most complete process control offerings in inspection and metrology solutions."
"We appreciate the support of our shareholders," said Jeff O'Dell, Chairman and Chief Executive Officer of August Technology Corporation. "We expect that the combination of Rudolph and August will create a leading global competitor in the semiconductor capital equipment industry. This is strategically compelling because we believe that our combined resources and expertise will allow us to continue to invest in the research and development necessary to bring the best technology to the industry and, at the same time, enhance our global service and support infrastructure."
Mr. McLaughlin added, "August and Rudolph have gained an increased fab presence for their new products aimed at the emerging high-growth front-end macro defect inspection market. Similarly, both companies have introduced new technologies for bump inspection, automatic defect classification and yield management applications. We believe that by leveraging the front and back-end knowledge of the combined companies, the new entity will hold a unique position as a leading provider of one of the broadest and most complete process control offerings in inspection and metrology solutions."
Rudolph Technologies, with a combined workforce of over 550 employees worldwide, will continue to be headquartered in Flanders, New Jersey and will also have operations in Minnesota, Massachusetts and Texas.
Upon completion of the merger, each share of August Technology common stock was canceled and converted into the right to receive either $10.50 in cash or 0.7625 of a share of common stock, par value $0.001 per share, of Rudolph common stock, or a combination of cash and Rudolph common stock. Rudolph will pay an aggregate of approximately $37.2 million in cash and issue an aggregate of approximately 11.3 million shares of its common stock to former August Technology shareholders for an estimated deal valued at approximately $155.85 million.
In accordance with Nasdaq trading policies, shares of August Technology common stock (AUGT) will continue to trade on The Nasdaq National Market until the market closes today at 4:00 pm (EST); however, those shares will represent solely the right to receive the merger consideration.
Also at the Rudolph special meeting, Rudolph's stockholders declined to approve Rudolph's proposed adoption of the August Technology 1997 Stock Incentive Plan. Consequently, options under this plan may be issued to only August Technology employees and not to Rudolph employees.
About Rudolph Technologies, Inc. Rudolph Technologies is a worldwide leader in the design, development, manufacture and support of high-performance process control metrology, defect inspection and data analysis systems used by semiconductor device manufacturers. Rudolph provides a full-fab solution through its families of proprietary products that provide critical yield-enhancing information, enabling microelectronic device manufacturers to drive down costs and time to market. Rudolph has enhanced the competitiveness of its products in the marketplace by anticipating and addressing many emerging trends driving the semiconductor industry's growth. Rudolph's strategy for continued technological and market leadership includes aggressive research and development of complementary metrology and inspection solutions. Headquartered in Flanders, New Jersey, Rudolph supports its customers with a worldwide sales and service organization. Additional information can be found on the company's web site at www.rudolphtech.com.