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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
On June 27, 2000, CFM Technologies, Inc. ("CFM") entered into an
Agreement and Plan of Merger (the "Merger Agreement") to be acquired by Mattson
Technology, Inc. ("Mattson"), and Mattson entered into a definitive Strategic
Business Combination Agreement (the "SBCA") to acquire the semiconductor
equipment division of STEAG Electronic Systems AG (excluding STEAG's optical
storage and photomask operations). The transactions are mutually conditioned on
one another and are required to close simultaneously.
Under the Merger Agreement with CFM, Mattson is to acquire CFM in a
stock-for-stock merger in which Mattson will issue 0.5223 shares of Mattson
common stock for each share of CFM common stock outstanding at the closing
(which would represent approximately 4,100,000 shares of Mattson common stock as
of June 27, 2000). In addition, Mattson will assume all outstanding CFM common
stock options, based on the same exchange ratio. As of June 27, 2000, CFM had
outstanding options to purchase approximately 1,782,000 shares of CFM common
stock. Mattson has agreed to issue additional options to purchase 500,000 shares
of Mattson common stock at the closing to employees of CFM. As a result of the
transaction, shareholders of CFM will hold approximately 12% of the outstanding
common stock of Mattson. A representative of CFM will join the Company's Board
of Directors at closing. The terms of the transaction with CFM are more fully
described in the Merger Agreement, which is filed herewith as Exhibit 1 and
incorporated herein by reference.
The transactions will be accounted for by Mattson as purchases. The
transaction with CFM is intended to qualify as a tax-free reorganization for
purposes of U.S. tax law.
The transactions are subject to, among other things, the approval of the
stockholders of Mattson and CFM, clearance under the U.S. and German antitrust
laws and other customary closing conditions. The closings of the transactions
are expected to occur in January 2001. The parties agreed that the closing would
occur no earlier than January 1, 2001 in light of German tax and accounting
considerations which may affect the SBCA transaction. The parties agreed to
provisions in the SBCA and the Merger Agreement designed to reduce risk of
nonconsummation in the event certain conditions are satisfied prior to January
2001.
The Company announced these transactions by a press release dated June
28, 2000 which was reissued on July 7, 2000 and filed with the U.S. Securities
and Exchange Commission ("SEC") on that date. An agreement providing for the
grant of a stock option by CFM to Mattson for 19.9% of the outstanding shares of
CFM common stock and voting agreements between certain parties to the merger
transaction are filed herewith as Exhibits 2 through 4 and incorporated herein
by reference.
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, 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
SEC AT HTTP://WWW.SEC.GOV. COPIES OF THE REGISTRATION STATEMENT AND MATTSON'S
PROXY STATEMENT/PROSPECTUS MAY BE OBTAINED FREE OF CHARGE FROM CFM THROUGH
JEFF RANDALL AT (215) 280-8509.
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'S 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'S 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.
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EXHIBITS
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Exhibit No. Description
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1 Agreement and Plan of Merger, dated as of June
27, 2000, by and among Mattson Technology, Inc.,
a Delaware corporation, M2C Acquisition
Corporation, a Delaware corporation and
wholly-owned subsidiary of Mattson Technology,
Inc., and CFM Technologies, Inc., a Pennsylvania
corporation.
2 Stock Option Agreement made and entered into as
of June 27, 2000 by and between Mattson
Technology, Inc., a Delaware corporation, and CFM
Technologies, Inc., a Commonwealth of
Pennsylvania corporation.
3 Voting Agreement, dated as of June 27, 2000, by
and between CFM Technologies, Inc., a
Pennsylvania corporation, and Brad Mattson.
(Incorporated by reference to Exhibit A-3 to the
Agreement and Plan of Merger filed as Exhibit 1
to this Rule 425 Statement.)
4 Voting Agreement, dated as of June 27, 2000, by
and between Mattson Technology, Inc., a Delaware
corporation, and Christopher F. McConnell.
(Incorporated by reference to
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Exhibit A-2 to the Agreement and Plan of Merger
filed as Exhibit 1 to this Rule 425 Statement.)
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