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EXHIBIT 99.1
MKS Instruments (ticker: MKSI, exchange: NASDAQ) News Release - 2-Oct-2000
MKS Instruments and ASTeX Announce Definitive Merger Agreement
ANDOVER, Mass., Oct. 2 /PRNewswire/ -- MKS Instruments, Inc. (Nasdaq:
MKSI), a leading supplier of gas measurement, control and analysis products used
in semiconductor and other advanced thin-film manufacturing processes, announced
today that it has entered into a definitive merger agreement to acquire Applied
Science and Technology, Inc. ("ASTeX") (Nasdaq: ASTX), a Wilmington, MA-based
company that designs, develops, and manufactures precision reactive gas
solutions. MKS will be the surviving corporation. For the four quarters ended
June 30, 2000 MKS and ASTeX revenues were $248 million and $140 million,
respectively.
The announced transaction combines MKS, as the number one supplier of gas
process control instruments, with ASTeX, the number one supplier of reactive gas
solutions. The merger furthers MKS' strategy of offering a one-stop, broad based
product range for its OEM and end-user customers. ASTeX's broad product line is
based on its core technologies, which include reactive gas generation, power
sources, and subsystem integration. The ASTeX merger will add manufacturing
capabilities in Massachusetts, Colorado, Germany, and Korea.
John Bertucci, Chairman and CEO of MKS Instruments, stated that the ASTeX
product offering will further enhance MKS' strategic objective of surrounding
advanced process chambers with MKS control instruments and subsystems. MKS'
products used to control vacuum and gas based processes will be complemented
with ASTeX's reactive gas generators, RF and microwave power sources, thereby
doubling the potential market served by MKS products.
"When this transaction is completed, we believe MKS will offer the most
comprehensive line of process control solutions available," said John Bertucci.
"Our combined products will monitor and control critical variables -- pressure,
gas flow, gas composition and energy -- related to advanced thin film
processes."
The transaction is consistent with MKS' stated objective of expanding its
core product offering, both through strategic acquisitions and new product
development. MKS acquisitions this year have included Compact Instruments, with
technology for advanced vacuum instrumentation, Telvac, with vacuum subsystem
manufacturing capability for the European market, Spectra International, with a
line of in-process monitoring products, and D.I.P. Inc., with products and
technology for digital process control networks.
"ASTeX is an ideal strategic fit for MKS," said Mr. Bertucci. "We serve
virtually the same markets with zero product duplication; our product lines are
fully complementary, and we have a high degree of geographical and cultural fit.
We are very impressed by the high level of subsystem integration that ASTeX has
achieved with its products. By offering additional fully integrated process
control solutions we intend to increase MKS' value to our customers. The
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combined technological capabilities of the two companies will enable us to add
further value through new innovative product solutions."
Dr. Richard Post, Chairman and CEO of ASTeX, stated, "We're very
enthusiastic about the combination of our two companies. Together, we will have
a greater technological advantage, a larger installed customer base, and a
broader ability to serve our customers. We believe that ASTeX's growth
objectives can be achieved most rapidly by leveraging the global infrastructure
of MKS. We are particularly enthusiastic about MKS' strong position in Japan and
the rest of Asia."
Dr. Post will report to John Bertucci as Corporate Vice-President of
Business Development and will serve on the Executive Committee of MKS. He and
Dr. Peter Younger, President of MKS, will co-chair the MKS/ASTeX integration
team. John Ross will continue to manage the new ASTeX Products group of MKS as
Corporate Vice-President and General Manager, reporting to Peter Younger. At the
closing, the MKS Board of Directors will be expanded from 5 to 7 members and two
ASTeX designees will join.
Under the terms of the agreement, each outstanding share of ASTeX common
stock will be exchanged for 0.7669 newly issued shares of common stock of MKS.
This would result in the issuance of approximately 11 million shares of common
stock of MKS, representing 30% of MKS' then outstanding shares. The transaction
is valued at approximately $300 million, based on the closing price of MKS
common stock on Friday, September 29, 2000.
The transaction is expected to close in the fourth calendar quarter of
2000, and is expected to be slightly accretive to EPS in 2001. The transaction
is expected to be accounted for as a pooling of interests, and is expected to
qualify as a tax-free reorganization. The merger is subject to the approval of
both MKS and ASTeX stockholders, regulatory approval and other customary closing
conditions.
Conference Call Management will host a teleconference, Monday, October 2,
2000, at 8:45 a.m. ET to discuss the transaction. To participate on the audio
portion of the call, please dial 800-982-3472 (domestic) or 703-871-3022
(international) at least five minutes before start-time.
MKS Instruments, Inc. is a leading worldwide developer, manufacturer and
supplier of instruments, components and subsystems used to measure, control and
analyze gases in semiconductor manufacturing and similar industrial
manufacturing processes. MKS Instruments, Inc. sold products to more than 4,000
customers in 1999. In addition to semiconductors, MKS's products are used in
processes to manufacture a diverse range of products, such as optical filters,
fiber optic cables, flat panel displays, magnetic and optical storage media,
architectural glass, solar panels and gas lasers.
MKS plans to file a Registration Statement on SEC Form S-4 in connection
with the merger and MKS and ASTeX expect to mail a Joint Proxy
Statement/Prospectus to their stockholders containing information about the
merger. Investors and security holders are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus carefully when they
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are available. The Registration Statement and the Joint Proxy Statement/
Prospectus will contain important information about MKS, ASTeX, the merger and
related matters. Investors and security holders will be able to obtain free
copies of these documents through the web site maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, MKS and ASTeX file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements and other information
filed by MKS and ASTeX at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the Commission's other public reference rooms
in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on public reference rooms. MKS' and
ASTeX's filings with the Commission also are available to the public from
commercial document-retrieval services and at the web site maintained by the
Commission at http://www.sec.gov.
MKS and ASTeX, and their respective directors, executive officers and
certain members of management and employees may be soliciting proxies from MKS
and ASTeX stockholders in favor of the adoption of the merger agreement and the
transactions associated with the merger. A description of any interests that
MKS' and ASTeX's directors and executive officers have in the merger will be
available in the Joint Proxy Statement/Prospectus.
This report may contain projections or other forward-looking statements
regarding future events or the future financial performance of MKS and ASTeX.
These projections or statements are only predictions. Actual events or results
may differ materially from those in the projections or other forward-looking
statements set forth herein. Among the important factors that could cause actual
events to differ materially from those in the projections or other forward-
looking statements are the challenges and risks involved with integrating the
operations of MKS and ASTeX, potential fluctuations in quarterly results,
dependence on new product development, rapid technological and market change,
acquisition strategy, manufacturing and sourcing risks, volatility of stock
price, international operations, financial risk management, and future growth
subject to risks. Readers are referred to MKS' and ASTeX's filings with the
Securities and Exchange Commission, including their most recent filings on Form
10-K and 10-Q, for a discussion of these and other important risk factors
concerning MKS and ASTeX and their respective operations.
