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Filed by: Applied Science and Technology, 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: Applied Science and Technology, Inc.
Exchange Act File No. 0-22646
AT THE COMPANY THE FINANCIAL RELATIONS BOARD
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John M. Tarrh Michael Lawson Beth Lewis Martin Gitlin
Vice President and Treasurer (general info) (analyst info) (media info)
617-369-9240 617-369-9240 212-661-8030
William S. Hurley
Senior Vice President and Chief Financial Officer
978-284-4000
FOR IMMEDIATE RELEASE
October 6, 2000
ASTeX RESPONDS TO STOCKHOLDER SUIT
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WILMINGTON, MASS. - OCTOBER 6, 2000 - Applied Science and Technology, Inc.
("ASTeX") (Nasdaq: ASTX), a leading provider of precision reactive gas
processing solutions to the OEM semiconductor, medical, and industrial markets,
today announced that a stockholder has filed suit in the Court of Chancery of
the State of Delaware alleging that the terms of its proposed merger with MKS
Instruments are inadequate. The suit seeks, among other things, to enjoin the
Directors of ASTeX from proceeding with the merger agreement with MKS
Instruments.
Dr. Richard S. Post, Chairman and Chief Executive Officer, said, "We believe
that the suit is completely without merit and intend to vigorously defend
against the claim. The Board of Directors conducted a thorough and exhaustive
review of the proposed transaction and was counseled by an independent financial
advisor, CIBC World Markets. The Board believes that the strong strategic
rationale and enhanced growth potential in both domestic and Asian markets
afforded by the merger are in the best interests of ASTeX's stockholders."
ASTeX provides precision reactive gas processing solutions and specialty power
sources to the OEM semiconductor, medical and industrial markets, and complete
process systems for advanced packaging, telecommunications and magnetic sensor
applications. ASTeX's broad product line is based on one or more of our core
technologies including precision reactive gas processing, power sources and
system integration. Depending on customer needs, ASTeX provides varying levels
of integration-from components to integrated subsystems to complete process
solutions. For more information, visit the ASTeX web site at www.astex.com.
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Stockholder Suit
October 6, 2000
Page 2 of 2
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 are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about MKS, ASTeX, the merger and related matters. These documents
will be filed with the United States Securities and Exchange Commission. When
these and other documents are filed with the SEC, they may be obtained free at
the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from MKS by directing your request to Ronald C.
Weigner, Vice President and Chief Financial Officer of MKS at (978) 975-2350, or
from John Tarrh, Vice President and Treasurer of ASTeX at (978) 284-4135.
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.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This release contains forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, the impact of industry business
cycles, competitive products and pricing, product demand and market acceptance,
new product development, reliance on key strategic alliances, general economic
conditions, availability of raw materials, fluctuations in operating results,
and other risks detailed from time to time in our filings with the Securities
and Exchange Commission.
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