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Filed by Advanced Energy Industries, Inc. pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant to
Rule 14A-12 of Securities Exchange Act of 1934
Commission File No.: 000-26966
Subject Company: Engineering Measurements Company
CONTACTS:
RICHARD BECK CATHY KAWAKAMI
ADVANCED ENERGY INDUSTRIES, INC. ADVANCED ENERGY INDUSTRIES, INC.
970-407-6204 970-407-6732
[email protected] [email protected]
FOR IMMEDIATE RELEASE
ADVANCED ENERGY TO ACQUIRE ENGINEERING MEASUREMENTS COMPANY
ADDS LEADING FLOW CONTROL TECHNOLOGY TO INTEGRATED PRODUCT OFFERING
FORT COLLINS, COLORADO (JULY 6, 2000)--Advanced Energy Industries, Inc. (Nasdaq:
AEIS) today announced it has entered into a definitive agreement to acquire
Engineering Measurements Company (Nasdaq: EMCO) in an exchange of stock.
Engineering Measurements Company's (EMCO's) security holders will receive
900,000 shares of Advanced Energy common stock in the transaction, which is
subject to approval by EMCO's stockholders and certain other conditions.
The acquisition is expected to be accounted for as a pooling of interests, and
EMCO will operate as a wholly-owned subsidiary of Advanced Energy. EMCO is
headquartered in Longmont, Colorado and is publicly held with $7.7 million in
assets and sales of $6.8 million for the 9-month period ended January, 2000. The
company manufactures electronic and electro-mechanical precision instruments for
measuring and controlling the flow of liquids, steam and gases.
"We are excited to integrate EMCO's innovative technologies into the Advanced
Energy product family," said Doug Schatz, Chairman and Chief Executive Officer.
"The company has developed a disruptive and highly differentiated digitized flow
control technology for use in semiconductor manufacturing, that we believe
significantly outperforms competitive solutions."
"EMCO has been in business for more than 30 years and shares Advanced Energy's
high level of commitment to customer satisfaction through its relationships with
major semiconductor equipment OEMs, and its joint development partnership with
Micron Technology," said Mr. Schatz. "The company and its new technology are an
ideal fit with our strategy to integrate enabling products and technologies used
in semiconductor production tools. Flow measurement and control, like process
power, is one of the primary elements that affect wafer quality, yield, and
system reliability. EMCO's revolutionary new approach, supported with strong
intellectual property, is an elegant and powerful solution that uniquely
addresses the next wave of process challenges," said Mr. Schatz.
Charles Miller, Chief Executive Officer and Founder of EMCO, said, "Advanced
Energy is a leader in all of the markets it serves and is an ideal partner for
EMCO. Recently, we have increased our R&D spending in the development of
products for the semiconductor industry based on the large opportunity we see
there. EMCO has a long history of finding solutions to customers' needs through
innovative uses of technology, and we look forward to accelerating that
innovation with new support from Advanced Energy," said Mr. Miller.
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The acquisition is expected to be completed in the fourth quarter of 2000.
Closing of the acquisition is subject to numerous conditions and there is no
assurance that it will be completed.
About Advanced Energy
Advanced Energy is a global leader in the development, marketing, and support of
technology solutions that are critical in the manufacture of semiconductors,
data storage products, and flat panel displays as well as in applications that
involve surface modification and process power control. Original equipment
manufacturers (OEMs) and end-users around the world depend on AE products when
plasma-based technology plays a central role in their manufacturing process. AE
offers a comprehensive line of technology solutions including power conversion
and control systems, process monitoring and control tools, ion-beam sources,
dynamic temperature control products, and plasma abatement systems. AE
technology solutions are sold and supported globally by direct offices,
representatives, and distributors. Founded in 1981, AE is a publicly held
company traded on Nasdaq under the symbol AEIS.
Additional Information
This press release does not constitute an offer to sell any securities. Advanced
Energy plans to file with the SEC a Registration Statement on Form S-4 relating
to the merger, and EMCO plans to mail to its stockholders a Proxy
Statement/Prospectus relating to the merger. Investors and stockholders are
urged to read the Registration Statement and the Proxy Statement/Prospectus when
they become available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Advanced Energy,
EMCO, the merger and related matters. Investors and security holders will be
able to obtain free copies of these documents, once they are filed with the SEC,
through the web site maintained by the SEC at www.sec.gov.
In addition to the Registration Statement and Proxy Statement/Prospectus,
Advanced Energy and EMCO file annual and quarterly reports, Proxy Statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by Advanced Energy or EMCO at the SEC's public reference
facilities, which are at the following locations:
Washington D.C. New York Chicago
--------------- -------- -------
450 Fifth Street, N.W. Seven World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, NY 10048 Chicago, IL 60661
You may call the SEC at 1-800-SEC-0330 for more information about its public
reference facilities. You also may obtain copies of Advanced Energy's or EMCO's
filings, at prescribed rates, by writing to the Public Reference Section of the
SEC at the Washington D.C. address above or by visiting the web site maintained
by the SEC at www.sec.gov. Reports and other information regarding Advanced
Energy and EMCO also may be read at the National Association of Securities
Dealers at 1735 K Street, N.W., Washington, DC 20006.
In addition, you may obtain free copies of any of Advanced Energy's SEC filings,
including the Registration Statement, by writing to Advanced Energy at 1625
Sharp Point Drive, Fort Collins, CO 80525, Attention: Richard P. Beck or by
calling Advanced Energy's Investor Relations at 970-221-4670.
You may obtain free copies of any of EMCO's SEC filings, including the Proxy
Statement/Prospectus, by writing to EMCO at 600 Diagonal Highway, Longmont, CO
80501, Attention: Investor Relations, or by calling EMCO's Investor Relations at
303-651-0550.
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EMCO and its executive officers and directors may be deemed to be participants
in the solicitation of proxies with respect to the merger from EMCO's
stockholders. Information regarding these executive officers and directors, and
a description of any interests that they may have in the merger, will be
included in the Registration Statement and the Proxy Statement/Prospectus.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the companies' reasonable judgments with respect to future
events, but are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Among the factors that could cause such different results are: the
conditions to the merger, including approval by the EMCO stockholders, might not
be met; the merger might not be completed for other reasons; we might not be
able to integrate the companies' operations successfully; integration of the
companies' operations could result in unanticipated costs or substantial
diversion of management's attention; and the projections on which the companies
relied to determine the advisability of the merger ultimately might not prove to
have been accurate. These and other cautionary statements are detailed in
Advanced Energy's SEC reports, including annual reports on Form 10-K and
quarterly reports on Form 10-Q, and will be detailed in the Registration
Statement and Proxy Statement/Prospectus. Free copies of these documents are or
will be available from the SEC and the companies, as set forth above. Neither
Advanced Energy nor EMCO assumes any obligation to update the information in
this press release.
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