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Filed by Cymer, Inc. pursuant to Rule 425 of the Securities Act of 1933
Subject Company: Active Control eXperts, Inc., a private issuer.
The Commission File Number for Cymer, Inc. is 0-21321
FOR IMMEDIATE RELEASE
INVESTOR RELATIONS CONTACT: ACX CONTACT: AGENCY CONTACT:
Terry Slavin Jody Vipperman Marie Labrie
Director, Corp. Comm. & IR VP, Marketing Account Director
Cymer, Inc. ACX MCA
Tel: (858) 385-5232 Tel: (617) 577-0700 x306 Tel: (650) 968-8900
Fax: (858) 385-6090 Fax: (617) 577-0656 Fax: (650) 968-8990
CYMER ANNOUNCES ACQUISITION OF ACX
ACQUISITION OF MOTION CONTROL AND SMART STRUCTURES TECHNOLOGY BROADENS
CYMER'S FUTURE MARKET OPPORTUNITIES
SAN DIEGO, Calif., and CAMBRIDGE, Mass., November 20, 2000 - Cymer, Inc. (Nasdaq
NM: CYMI), the world's leading supplier of excimer light sources used in
semiconductor manufacturing, and ACX, (Active Control eXperts, Inc.), a leading
privately held supplier of precision motion control technology, today announced
that they have signed a definitive agreement whereby Cymer will acquire ACX in
an all-stock transaction. Under the terms of the acquisition agreement, Cymer
will issue 1,025,000 shares of Cymer common stock for ACX, and the latter will
become a wholly owned subsidiary of Cymer. The transaction is expected to close
in early 2001.
The acquisition will extend Cymer's opportunity and product offerings into the
field of adaptive precision motion diagnostics and control. ACX technology can
be physically embedded, creating adaptive "smart structures" to intrinsically
improve the stability and precision of motion control in next-generation
semiconductor capital equipment. Cymer believes ACX's technology will enable
solutions for a host of stability and control challenges faced by the equipment
industry.
Commenting on the acquisition, Robert Akins, Cymer's chairman and chief
executive officer, noted, "This is Cymer's first step in our strategy of
assembling a portfolio of leading edge and enabling technologies for the
nanofabrication era. Born out of the control theory labs at MIT, ACX technology
provides a unique solution for overcoming nano-motion mitigation and control
challenges in our industry that must be solved going forward." Akins continued,
"Since our first meeting, we at Cymer have been extremely impressed with the
talent and drive of the ACX team. By combining the core competencies of ACX's
technology with Cymer's leading position in advanced lithographic lightsources
and related semiconductor processing, we will be even better positioned to
develop and deliver future enabling solutions to our customers and the
industry."
Dr. Ken Lazarus, ACX's chief executive officer, said, "We are excited about
accessing Cymer's proven market expertise and believe it will accelerate the
penetration of our embedded software technology into the attractive
semiconductor equipment market. By teaming with Cymer, ACX gains marketing
strength, industry applications capability, and the advantage of a worldwide
service and support infrastructure. This acquisition by Cymer fulfills our
long-standing vision of possessing the size and resources necessary for our
technology to fully realize its value." Upon completion of the acquisition,
Lazarus will become a senior vice president of Cymer, and general manager of the
wholly owned subsidiary.
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CYMER ANNOUNCES ACQUISITION OF ACX...................................PAGE 2 OF 2
Located in Cambridge, ACX was founded in 1992 by Dr. Ken Lazarus and Dr. Edward
Crawley, and currently has 40 employees. ACX is a leading developer,
manufacturer and marketer of hardware, software and firmware solutions for
vibration and motion control. ACX provides active control solutions to original
equipment manufacturers of precision manufacturing equipment where speed,
accuracy and precision provide competitive advantage.
Cymer estimates that the transaction will have the following impact on its
operating results after closing, which Cymer anticipates will occur in the first
quarter of 2001: the issuance of an aggregate of 1,025,000 shares of Cymer's
common stock and options to purchase common stock will result in dilution of
earnings per share by approximately $0.02 to $0.03 per share, per quarter. The
amortization of goodwill and other transaction costs and operating losses, which
are expected to gradually decline during the year, are estimated to be $0.03 to
$0.05 per share, per quarter. Cymer has not yet determined the impact on these
estimates of any write-off of in-process R&D as a result of the acquisition of
ACX. Cymer anticipates that the operations of ACX will become accretive to
Cymer's earnings per share during fiscal 2002.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release, including statements regarding the
successful closing and expected closing date of the acquisition, the extension
of Cymer's future positioning and product offerings, ACX's technology enabling
solutions for various technologies, Cymer's strategy of assembling a portfolio
of technologies and being better positioned to deliver future enabling
solutions, and the estimates of the transaction's impact on Cymer's operating
results, are forward-looking statements, are based on current information and
expectations and involve a number of risks and uncertainties. Actual results may
differ materially from those projected in such statements due to various
factors, including but not limited to: risks and uncertainties associated with
the acquisition of ACX by Cymer, including approval by the ACX stockholders and
satisfaction of the various conditions to closing, and the integration of
operations and technologies following the closing; risks and uncertainties
associated with the development and marketing of new products incorporating ACX
technology in combination with Cymer technology; delays or cancellations by
customers of their orders; the timing of customer orders, shipments and
acceptances; inability of the combined company to meet its production and/or
product development schedules; failure of the combined company to manage its
expense levels and unanticipated expenses; the rate at which semiconductor
manufacturers take delivery of photolithography tools from the combined
company's customers; the demand for semiconductors in general, and, in
particular, for leading-edge devices with smaller geometries; and new and
enhanced product offerings by competitors. For other factors, which may cause
actual results to differ from those projected, please refer to Cymer's Form
10-K, Forms 10-Q and other filings with the Securities and Exchange Commission.
Cymer, Inc. is the world's leading supplier of excimer laser illumination
sources, the essential light source for deep ultraviolet (DUV) photolithography
systems. DUV lithography is a key enabling technology, which has allowed the
semiconductor industry to meet the exact specifications and manufacturing
requirements for volume production of today's advanced semiconductor chips.
Further information on Cymer may be obtained from Cymer's SEC filings, the
Internet at http://www.cymer.com or by contacting Cymer directly.
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WHERE YOU CAN FIND MORE INFORMATION
Investors and security holders are urged to read the Registration Statement
regarding the proposed acquisition of Active Control eXperts, Inc. when it
becomes available because it will contain important information regarding the
transaction. The Registration Statement will be filed with the Securities and
Exchange Commission by Cymer, Inc. Investors and security holders may obtain a
free copy of the Registration Statement (when it is available) and other
documents filed with the Commission at the Commission's web site at
http://www.sec.gov. The Registration Statement and these other documents may be
obtained for free from Cymer, Inc.
