Axcelis Technologies, Inc. and Veeco Instruments Inc. today announced that they have entered into a definitive agreement to combine in an all-stock merger. The combined company is expected to have an enterprise value of approximately $4.4 billion based on Axcelis' and Veeco's closing share prices as of September 30, 2025, and outstanding debt as of June 30, 2025.

Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets. The combined company will have an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio with opportunities for cost and revenue synergies. On a pro-forma basis for Fiscal Year 2024, the combined company generated revenue of $1.7 billion, non-GAAP gross margin of 44% and adjusted EBITDA of $387 million. These pro-forma figures do not reflect the anticipated synergies of the combination.

Under the terms of the agreement, Veeco shareholders will receive 0.3575 Axcelis shares for each share of Veeco they own. At closing, Axcelis shareholders are expected to own approximately 58%, and Veeco shareholders are expected to own approximately 42%, of the combined company, on a fully diluted basis. The merger agreement was approved unanimously by the boards of directors of both companies.1

"This combination marks a transformational milestone for both Axcelis and Veeco, establishing a new leader in semiconductor capital equipment with complementary technologies, a diversified portfolio and an expanded addressable market opportunity," said Dr. Russell Low, President and Chief Executive Officer of Axcelis. "We have long admired Veeco's history of innovation and its track record of delivering breakthrough products. I had the privilege of previously working at Veeco and I hold deep appreciation for its incredible talent, culture and innovation. Together, we will be well-positioned to serve large and growing end markets poised to benefit from significant secular tailwinds, creating exciting opportunities for employees and accelerating next-generation innovation for our customers."

"This merger capitalizes on the core competencies of both Veeco and Axcelis to address our customers' critical needs," said Dr. Bill MiIler, Chief Executive Officer of Veeco. "With increased R&D scale, the combination of these two exceptional businesses will accelerate our ability to solve material challenges, enable advanced chip manufacturing and build an even stronger company that can deliver superior value for all stakeholders."

Strategic Rationale and Financial Benefits

• Increases addressable market opportunity. By integrating complementary technologies, solutions and offerings, the combined company will expand its total addressable market to over $5 billion, with greater exposure to secular tailwinds including artificial intelligence and the corresponding demand for power solutions.
• Diversifies technology portfolio and market segments to advance customer roadmaps. The combination will create the fourth largest U.S. wafer fabrication equipment supplier by revenue, delivering meaningful scale and resources to better compete throughout the global semiconductor equipment value chain. The combined company will offer a differentiated and comprehensive product portfolio spanning ion implantation, laser annealing, ion beam deposition, advanced packaging solutions and MOCVD. The expanded portfolio will be supported by robust aftermarket services for the combined company's global customers. These complementary capabilities are expected to provide revenue synergies through the integration of technology expertise, cross-selling and platform optimization.
• Combines complementary expertise and scale to deliver innovative solutions for customers. The combined company's complementary teams and technical capabilities directly lead to stronger capacity, expanded R&D scale, accelerated innovation and will unlock opportunities across key geographies and end market segments. Furthermore, customers benefit from a more robust partner capable of supporting differentiated, next-generation technologies, accelerating their roadmaps.
• Resilient operating profile and strong balance sheet to drive growth and returns. On a pro-forma basis in 2024, the combined company generated a 44% non-GAAP gross margin and 22% adjusted EBITDA margin (excluding anticipated cost synergies). It is expected to have estimated pro-forma cash of over $900 million2 upon closing. The combined company's strong balance sheet is expected to support the organic growth of the combined businesses and provide a solid foundation to deliver capital returns to shareholders. Axcelis and Veeco anticipate that, following the closing of the transaction, the combined company would execute a share repurchase program. Axcelis and Veeco expect annual run-rate cost synergies of $35 million within 24 months following closing, with the majority achieved within the first 12 months, and accretion to non-GAAP earnings per share within the first 12 months post-closing. Run-rate synergies exclude additional savings associated with share based compensation expense. Veeco's $230 million in outstanding 2029 convertible bonds will be assumed by the combined company in connection with the transaction.

Governance, Leadership and Headquarters
Upon close, the combined company's Board will be comprised of 11 directors, six of whom are from Axcelis, including Dr. Low, and four from Veeco, including Dr. Miller, who will also chair the Board's Technology Committee. Thomas St. Dennis, who currently serves on the boards of both companies, will serve as Chairperson of the Board for the combined company. Jorge Titinger, current Chairperson of Axcelis, will remain on the Board of the combined company.

Dr. Low will serve as President and Chief Executive Officer of the combined company. James Coogan, currently Chief Financial Officer of Axcelis, will serve in the same role at the combined company.

Following the closing of the transaction, the combined company will have its headquarters in Beverly, Massachusetts. To reflect the transformational nature of the merger, the combined company will assume a new name, ticker symbol and brand following close.

Timing and Approvals
The transaction is expected to close in the second half of 2026, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.