<PAGE> 1
Filed by CFM Technologies, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: CFM Technologies, Inc.
Commission File No.: 000-27498
[CFM Technologies, Inc. Letterhead]
FOR: CFM Technologies, Inc.
150 Oaklands Boulevard
Exton, PA 19341
610-280-8300
REVISED PRESS RELEASE TO INCLUDE SEC LEGENDS
FOR IMMEDIATE RELEASE
CONTACT: Jeff Randall
Chief Financial Officer
610-280-8509
MATTSON, CFM, AND STEAG ELECTRONIC SYSTEMS COMBINE
TO CREATE COMPANY WITH $500 MILLION IN ANNUAL REVENUE
Exton, PA--June 28, 2000--CFM Technologies, Inc. (Nasdaq: CFMT), a leading
manufacturer of advanced wet processing equipment for semiconductor
manufacturing, today announced that it has entered into a definitive agreement
to merge with Mattson Technology (Nasdaq: MTSN) in a transaction valued at
approximately $175 million. Mattson Technology has also announced that it will
acquire part of STEAG Electronic Systems AG's Semiconductor Equipment Division
in a related transaction.
Under the terms of the agreements, shareholders of CFM will own approximately 12
percent of the resulting company, which will rank among the world's top 15
semiconductor equipment suppliers with annual revenue in excess of $500 million.
The agreement provides for the exchange of 0.5223 Mattson common shares for each
share of CFM common stock. The transaction is expected to be accounted for as a
purchase.
Roger Carolin, CFM's President and CEO and future President of Mattson's Surface
Conditioning Group, commented, "We are very excited about our prospects for
growth as a part of Mattson Technology. Recently, our foremost strategic
objective has been to broaden CFM's product offerings and increase our market
presence in order to maximize the adoption of our technology. This agreement
enables us to meet those goals by joining with a world-class supplier of
conventional wet processing technology and by becoming part of a large,
successful industry leader."
Brad Mattson, President and Chief Executive Officer of Mattson Technology, said,
"In the past, the team with the best technology won. Today, this industry has
matured to the point where critical mass is the key issue."
-more-
<PAGE> 2
CFM TECHNOLOGIES, INC. PAGE 2
Carolin added, "Our customers have made it increasingly clear that they want to
deal with a small number of large suppliers. This transaction will create the
fourth largest global wet processing company with the broadest technology base
and a strong potential for increased market penetration."
The Boards of Directors of Mattson and CFM have approved the agreement and due
diligence has been completed. Contingent upon a closing between Mattson and
Steag, the agreement between Mattson and CFM is subject to customary closing
conditions, including shareholder approval by both companies and regulatory
approvals, and is expected to close on or about January 1, 2001. Brad Mattson,
who controls 18% of Mattson common stock, and Christopher F. McConnell, CFM's
Chairman, who controls 16% of CFM common stock, have agreed to support and vote
in favor of the transaction.
As result of the transaction, STEAG will withdraw its pending appeal of a
federal district court judgment that it infringed a CFM patent covering Direct
Displacement Drying(TM), and will confirm the court's judgment that the patent
is valid and enforceable. This will settle the companies' patent dispute with
all complaints withdrawn and the validity of CFM's patents upheld. The CFM
patent is also a subject of pending suits against Dainippon Screen Manufacturing
and FSI International Corp.
The discussion above regarding the Company's expectation of future sales,
backlog and order and share price activity includes certain forward-looking
statements on these subjects. As such, actual results may vary materially from
such expectations. Factors which could cause actual results to differ from
expectations include variations in the level of orders, which can be affected by
general economic conditions; the timing of the recovery in the semiconductor
industry, difficulties or delays in product functionality or performance, the
timing of future product releases, failure to respond adequately to either
changes in technology or customer preferences, failure to consummate the merger
with Mattson Technology or failure to realize a successful outcome to pending
patent litigation.
MATTSON PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 IN CONNECTION WITH
THE TRANSACTIONS AND BOTH MATTSON AND CFM EXPECT TO MAIL A PROXY STATEMENT /
PROSPECTUS TO THEIR RESPECTIVE STOCKHOLDERS CONTAINING INFORMATION ABOUT THE
TRANSACTIONS. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENTS / PROSPECTUSES CAREFULLY WHEN THEY ARE AVAILABLE. THE
REGISTRATION STATEMENT AND THE PROXY STATEMENTS / PROSPECTUSES WILL CONTAIN
IMPORTANT INFORMATION ABOUT MATTSON, CFM, AND THE STEAG BUSINESS BEING COMBINED
WITH MATTSON AND CFM, 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 ("SEC") AT HTTP://WWW.SEC.GOV.
COPIES OF THE REGISTRATION STATEMENT AND
<PAGE> 3
CFM'S PROXY STATEMENT / PROSPECTUS MAY BE OBTAINED FREE CHARGE FROM CFM THROUGH
THE CONTACT LISTED ABOVE.
IN ADDITION TO THE REGISTRATION STATEMENT AND THE PROXY STATEMENTS /
PROSPECTUSES, MATTSON AND CFM FILE ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY
STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY
REPORTS, STATEMENTS AND OTHER INFORMATION FILED BY MATTSON AND CFM AT THE SEC
PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, NW, WASHINGTON, D.C. 20549 OR AT THE
SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS.
PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER
INFORMATION ON PUBLIC REFERENCE ROOMS. MATTSON AND CFM'S FILINGS WITH THE SEC
ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT RETRIEVAL SERVICES AND
AT THE WEB SITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV. MATTSON AND CFM,
THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN MEMBERS OF MANAGEMENT
AND EMPLOYEES MAY BE SOLICITING PROXIES FROM MATTSON'S AND CFM RESPECTIVE
SHAREHOLDERS IN FAVOR OF THE ADOPTION OF THE DEFINITIVE AGREEMENTS. A
DESCRIPTION OF ANY INTEREST THAT MATTSON'S AND CFM'S DIRECTORS AND EXECUTIVE
OFFICERS HAVE IN THE TRANSACTIONS WILL BE AVAILABLE IN THE RESPECTIVE PROXY
STATEMENTS / PROSPECTUSES.
CFM Technologies, Inc. is a leading manufacturer of advanced cleaning equipment
for the semiconductor industry. Its systems provide superior contamination
control and processing capabilities using a totally enclosed processing chamber.
Watermarks and other drying defects are eliminated through CFM's
Direct-Displace(TM) IPA vapor drying technology. CFM historically has invested
in technical innovations to lower cost of ownership.
###
