UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Micrion Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00059479P1
------------------------------------------------------
(CUSIP Number)
Mark V. Allred,
Acting Chief Financial Officer
FEI Company
7451 NW Evergreen Parkway
Hillsboro, Oregon 97124-5830
(503) 640-7500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 1998
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 00059479P1 Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FEI Company
93-0621989
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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7 SOLE VOTING POWER
810,805**
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 219,847**
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 810,805**
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
219,847**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,652**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%**
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14 TYPE OF REPORTING PERSON*
CO
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**Reporting Person disclaims beneficial ownership of all shares.
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Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the common
stock, no par value (the "Micrion Common Stock"), of Micrion Corporation, a
Massachusetts corporation ("Micrion" or the "Issuer"). The principal executive
offices of the Issuer are located at One Corporation Way, Peabody, Massachusetts
01960.
Item 2. Identity and Background
This Statement is being filed by FEI Company, an Oregon corporation
("FEI"). FEI is a leader in the design, manufacture and sale of products based
on focused charged particle beam technology, including focused ion beam
workstations, microscopes and components. The address of FEI's principal
executive office is 7451 NW Evergreen Parkway, Hillsboro, Oregon 97124-5830.
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of FEI is set forth in
Schedule I hereto and is incorporated herein by reference.
In addition to the persons set forth in Schedule I hereto, Koninklijke
Philips Electronics N.V., a Netherlands corporation ("Philips"), owns, through
its wholly owned subsidiary Philips Business Electronics International B.V., a
Netherlands corporation ("PBE"), 54.7% of the FEI Common Stock. Philips acts as
the holding company of the Philips group. The Philips group is engaged primarily
in the manufacturing and distribution of electronic and electrical products,
systems and equipment. The principal office and business address of Philips is
Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands. PBE manages
the Business Electronics product division of Philips through a number of
operating companies or business units. The principal office and business address
of PBE is Building SX-4, P.O. Box 218, 5600 MD Eindhoven, The Netherlands. The
name, business address, present principal occupation or employment and
citizenship of each director and executive officer of each of Philips and PBE is
set forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither FEI, nor, to the knowledge of FEI, any
of Philips, PBE or the persons listed on Schedule I hereto, (1) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4 hereof, FEI has entered into the Micrion
Option Agreement (as defined in Item 4 below) with Micrion. Pursuant to the
Micrion Option
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Agreement, Micrion has, among other things, granted FEI an option to acquire
shares of Micrion Common Stock as described below. If the conditions precedent
were satisfied to permit FEI to exercise its option to purchase shares of
Micrion Common Stock pursuant to the Micrion Option Agreement and FEI so
exercised that option, FEI currently anticipates that funds for such exercise
would be provided from general funds available to FEI and its affiliates and by
borrowings from sources yet to be determined. However, pursuant to the terms of
the Micrion Option Agreement, FEI can elect to receive a cash amount in lieu of
purchasing shares.
No funds were used in connection with entering into the Merger Agreement
(as defined in Item 4 below) or the Micrion Option Agreement.
Item 4. Purpose of Transaction
The Merger Agreement
- --------------------
On December 3, 1998, FEI, MC Acquisition Corporation, an Oregon corporation
and a wholly owned subsidiary of FEI ("Merger Sub"), and Micrion entered into an
Agreement and Plan of Merger (the "Merger Agreement"), whereby, subject to the
conditions stated therein, Merger Sub will merge (the "Merger") with and into
Micrion, and Micrion, as the surviving corporation, will become a wholly owned
subsidiary of FEI. In the Merger, each share of Micrion Common Stock outstanding
immediately prior to the effective time of the Merger will be converted
automatically into the right to receive one share of FEI Common Stock and $6.00
in cash (or in certain limited circumstances, an equivalent value in shares of
FEI Common Stock in lieu of cash, or lesser amount of cash if Micrion's total
indebtedness exceeds specified limits) (the "Merger Consideration").
The closing of the Merger will occur not later than the sixth business day
following the date on which all conditions to the Merger contained in the Merger
Agreement have been satisfied or, where permitted, waived or such other date as
FEI and Micrion may agree. The closing of the Merger is conditioned upon
approval of the stockholders of both FEI and Micrion as well as the receipt of
all applicable regulatory approvals, including the expiration or termination of
the waiting period prescribed by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and other customary conditions all as further described
in the Merger Agreement.
As a condition and inducement to FEI's willingness to enter into the Merger
Agreement, FEI requested, and Micrion agreed to grant to FEI, an option to
purchase a certain number of shares of Micrion Common Stock. Micrion granted FEI
such an option pursuant to a 19.9% Stock Option Agreement dated as of December
3, 1998 (the "Micrion Option Agreement"), between Micrion, as grantor, and FEI,
as grantee.
The Merger Agreement contemplates that, effective upon the closing of the
Merger, FEI will cause Nicholas P. Economou, President and Chief Executive
Officer of Micrion, to be elected or appointed to the FEI Board.
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Micrion Option Agreement
- ------------------------
Pursuant to the Micrion Option Agreement, Micrion granted FEI an option
(the "Micrion Option") to purchase up to 810,805 shares of Micrion Common Stock
at a cash purchase price per share equal to the value of the Merger
Consideration (the "Exercise Price"); provided that in no event will the number
of shares for which the Micrion Option is exercisable exceed 19.9% of the shares
of Micrion Common Stock issued and outstanding at the time of exercise (without
giving effect to the shares of Micrion Common Stock issued or issuable under the
Micrion Option).
In the event of any change in, or distribution in respect of, the
outstanding shares of Micrion Common Stock by reason of stock dividends,
split-ups, mergers, recapitalizations, combinations, subdivisions, conversions,
exchanges of shares or the like, the type (including, in the event of any merger
or consolidation involving Micrion and any transaction involving a sale,
transfer or other disposition of a majority of the assets or shares of capital
stock of Micrion in which Micrion is not the surviving or continuing
corporation, to provide that the Micrion Option will be exercisable for shares
of common stock of the surviving or continuing corporation in such transaction)
and number of shares of Micrion Common Stock purchasable upon exercise of the
Micrion Option and the Exercise Price will be appropriately adjusted in such
manner as will fully preserve the economic benefits contemplated by the Micrion
Option Agreement. The Micrion Option is exercisable in whole or in part.
The Micrion Option is exercisable at any time following the occurrence of a
Triggering Event (defined below in this Item 4). The Micrion Option expires upon
the occurrence of any of the following (each, an "Exercise Termination Event"):
(1) the effective time of the Merger;
(2) the termination of the Merger Agreement other than a termination of
the Merger Agreement resulting from a Triggering Event; or
(3) 180 days after a Triggering Event.
A "Triggering Event" includes any of the following:
(1) The Merger Agreement is terminated by reason of the failure of the
stockholders of Micrion to approve the Merger and the Merger Agreement
at the stockholders meeting held for such purpose, and prior to such
stockholders' meeting, a Takeover Proposal (as defined below in this
Item 4) has been made to Micrion or any of its stockholders or any
person has publicly announced an intention to make a Takeover
Proposal;
(2) The Merger Agreement is terminated by FEI because
(a) Micrion enters into a binding agreement for a Superior Proposal
(as defined below in this Item 4) or the Micrion Board recommends
a Superior Proposal or withdraws or adversely modifies its
approval or
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recommendation of the Merger Agreement or fails to reconfirm its
recommendation of the Merger Agreement within five business days
after a written request by FEI to do so;
(b) Micrion, any of its subsidiaries or any of their Representatives
(as defined in the Merger Agreement) takes any actions pursuant
to clause (b), (c) or (d) of the no solicitation proviso set
forth in Section 3.2 of the Merger Agreement, subject to certain
exceptions; or
(c) Micrion materially breaches the no solicitation provisions
contained in Section 3.2 of the Merger Agreement; or
(3) The Merger Agreement is terminated by Micrion and
(a) Micrion is not in material breach of any of its covenants
contained in Sections 3.2, 3.4, 3.5 and 3.6 of the Merger
Agreement;
(b) the Micrion Board authorizes Micrion, subject to complying with
the terms of the Merger Agreement, to enter into a binding
written agreement concerning a transaction that constitutes a
Superior Proposal and Micrion notifies FEI in writing that it
intends to enter into such an agreement, attaching a summary of
the material terms thereof;
(c) FEI does not make, within five business days after receipt of
Micrion's written notification of its intention to enter into a
binding agreement for a Superior Proposal, an offer that the
Micrion Board determines, in good faith consistent with its
fiduciary obligations under applicable law after consultation
with its financial advisors, is at least as favorable, taking
into account, among other things, the long-term prospects and
interests of Micrion and its stockholders, as the Superior
Proposal; and
(d) Micrion promptly, but in no event later than two business days
after the date of such termination, pays to FEI in immediately
available funds $3.5 million.
"Takeover Proposal" means any proposal or offer with respect to a merger,
reorganization, share exchange, consolidation or similar transaction involving,
or any purchase of 10% or more of the assets or any class of equity securities
of, Micrion or any of its subsidiaries.
"Superior Proposal" means a transaction that the Micrion Board of Directors
determines in good faith is superior to the transaction contemplated by the
Merger Agreement, taking into account, among other things, the long term
prospects and interests of Micrion and its stockholders.
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At any time after a Triggering Event, FEI may elect, in lieu of purchasing
the Micrion Common Stock under the Micrion Option Agreement, to receive from
Micrion an amount in cash as set forth in the Micrion Option Agreement.
If FEI desires to sell any of its shares of Micrion Common Stock within
three years after the purchase of such shares pursuant to the Micrion Option
Agreement, and such sale requires, in the opinion of counsel to FEI,
registration of such shares under the Securities Act of 1933, as amended,
Micrion is required to cooperate with FEI and any underwriters in registering
such shares for resale. FEI may require up to two such registrations.
Voting Agreements
- -----------------
FEI has entered into Micrion Shareholder Voting Agreements, each dated
December 3, 1998, with seven shareholders of Micrion (each a "Voting Agreement"
and collectively, the "Voting Agreements") covering an aggregate of 219,847
shares of Micrion Common Stock. Each Micrion shareholder who is a party to a
Voting Agreement has agreed to vote the shares it currently holds or any new
shares it subsequently acquires (a) to approve and adopt the Merger Agreement
and (b) against any proposal that would compete with or serve to interfere or
inhibit the timely consummation of the Merger. Each shareholder has agreed not
to deposit any shares in a voting trust or engage in any proxy solicitation or
related activities. The Voting Agreements also restrict the shareholders'
ability to voluntarily transfer, sell, offer, pledge or otherwise encumber any
of the shares of Micrion Common Stock that they currently hold or subsequently
acquire, which restriction will cease upon termination of the Voting Agreements.
This Item 4 is qualified in its entirety by reference to the Micrion Option
Agreement, the Merger Agreement and the Voting Agreements, which are filed as
Exhibits 1, 2 and 3 hereto and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Neither FEI nor, to the best knowledge of FEI, any of Philips, PBE or the
persons listed on Schedule I hereto, beneficially owns any shares of Micrion
Common Stock other than as set forth herein or as listed on Schedule I hereto.
Prior to the Micrion Option becoming exercisable and being exercised, FEI
expressly disclaims beneficial ownership of the shares of Micrion Common Stock
that are purchasable by FEI upon the Micrion Option becoming exercisable and
being exercised and FEI expressly disclaims beneficial ownership of the shares
of Micrion Common Stock subject to the Voting Agreements. Neither the filing of
this Statement nor any of its contents shall be deemed to constitute an
admission that FEI is the beneficial owner of the shares of Micrion Common Stock
subject to the Micrion Option or the Voting Agreements for purposes of Section
13(d) or 16 of the Act or for any other purpose and such beneficial ownership is
expressly disclaimed.
(a) Pursuant to the Micrion Option, FEI has an option to purchase up to
810,805 shares of Micrion Common Stock at the Exercise Price; provided
that in no event will the number of shares for which the Micrion
Option is exercisable
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exceed 19.9% of the shares of Micrion Common Stock issued and
outstanding at the time of exercise (without giving effect to the
shares of Micrion Common Stock issued or issuable under the Micrion
Option). The Micrion Option becomes exercisable under certain
conditions described in this Statement. Based on the number of
outstanding shares of Micrion Common Stock on November 23, 1998, as
represented by Micrion to FEI in the Merger Agreement, FEI would
beneficially own up to 19.9% of the shares of Micrion Common Stock
following exercise of the Micrion Option.
FEI has entered into the Voting Agreements which cover an aggregate of
219,847 shares of Micrion Common Stock. Each Micrion shareholder who
is a party to a Voting Agreement has agreed to vote the shares it
currently holds or any new shares it subsequently acquires (a) to
approve and adopt the Merger Agreement and (b) against any proposal
that would compete with or serve to interfere or inhibit the timely
consummation of the Merger. Each shareholder has agreed not to deposit
any shares in a voting trust or engage in any proxy solicitation or
related activities. The Voting Agreements also restrict the
shareholders' ability to voluntarily transfer, sell, offer, pledge or
otherwise encumber any of the shares of Micrion Common Stock that they
currently hold or subsequently acquire, which restriction will cease
upon termination of the Voting Agreements. Based on the number of
outstanding shares of Micrion Common Stock on November 23, 1998, as
represented by Micrion to FEI in the Merger Agreement, FEI may be
deemed to beneficially own 5.4% of the shares of Micrion Common Stock
as a result of entering into the Voting Agreements.
This Item 5(a) is qualified in its entirety by reference to the Merger
Agreement, the Micrion Option Agreement and the Voting Agreements,
which are filed as Exhibits 1, 2 and 3 hereto and are incorporated
herein by reference.
(b) FEI would have sole voting and dispositive power with respect to any
shares of Micrion Common Stock acquired upon exercise of the Micrion
Option.
(c) Except as described in Item 4 hereof, no transactions in the Micrion
Common Stock were effected by FEI, or, to the best knowledge of FEI,
any of Philips, PBE or the persons listed on Schedule I hereto, during
the 60-day period preceding December 3, 1998.
(d) Until the Micrion Option is exercised (if at all), FEI has no right to
receive dividends from, or the proceeds from the sale of, the shares
of Micrion Common Stock subject to the Micrion Option Agreement. If
the Micrion Option is exercised by FEI, FEI or its designee, if any,
would have the sole right to receive dividends on the shares of
Micrion Common Stock acquired pursuant thereto.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as set forth in this Statement, to the best knowledge of FEI, there
are no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or listed on Schedule I hereto, and
between such persons and any person with respect to any securities of Micrion,
including but not limited to, transfer or voting of any of the securities of
Micrion, joint ventures, loan or option arrangements, puts or calls, guarantees
or profits, division of profits or loss, or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another
person voting power over the securities of Micrion.
Item 7. Material to Be Filed as Exhibits
1. Agreement and Plan of Merger dated as of December 3, 1998 by and
between FEI Company, MC Acquisition Corporation and Micrion
Corporation. Incorporated by reference to Exhibit 2.1 to Micrion
Corporation's Current Report on Form 8-K dated December 9, 1998.
2. 19.9% Stock Option Agreement, dated as of December 3, 1998, between
Micrion Corporation, as Issuer, and FEI Company, as Grantee.
Incorporated by reference to Exhibit 99.1 to Micrion Corporation's
Current Report on Form 8-K dated December 9, 1998.
3. Form of Micrion Shareholder Voting Agreement, dated as of December 3,
1998, between FEI Company and certain stockholders of Micrion
Corporation.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 11, 1998
FEI COMPANY
By: LYNNWOOD W. SWANSON
-------------------------------------
Lynwood W. Swanson
Chairman of the Board
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Schedule I
----------
FEI Company
-----------
The name and present occupation of each director and executive officer of
FEI Company are set forth below. The business address for each person listed
below is c/o FEI Company, 7451 NW Evergreen Parkway, Hillsboro, Oregon
97124-5830. All of the executive officers and directors of FEI Company listed on
this Schedule I are United States citizens except that persions whose names
appear with an (*) are citizens of The Netherlands.
Name Title
- ---- -----
Dr. Lynwood W. Swanson Chairman of the Board of Directors and
Chief Scientist
Vahe Sarkissian President, Chief Executive Officer and
Director
Karel D. van der Mast* Executive Vice President, Marketing,
Technical Officer and Director
Robert H.J. Fastenau* Senior Vice President, Research and
Development
Charles F. Lake Senior Vice President, Manufacturing
Joseph C. Robinson Senior Vice President, Sales
(Semiconductor)
Bernd W.M. Volbert* Senior Vice President, Sales (Analytical)
Jim D. Higgs Senior Vice President, Human Resources
Mark V. Allred Acting Chief Financial Officer,
Controller and Assistant Treasurer
Michel G. van Woesik* Treasurer and Assistant Secretary
Alfred B. Bok* Director
Chief Executive Officer of Philips
Business Electronics International B.V.
William E. Curran Director
Senior Vice President, Chief Financial
Officer and Director of Philips
Electronics North America Corporation
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Theo J.H.J. Sonnemans* Director
Chief Financial Officer of Philips
Business Electronics International B.V.
Lloyd R. Swenson Director
Retired President of Swenson Enterprises,
Inc. and co-founder of FEI Company
Donald R. VanLuvanee Director
President, Chief Executive Officer
and Director of Electro Scientific
Industries, Inc.
Members of the Supervisory Board of Koninklijke Philips Electronics N.V.
(Royal Philips Electronics)
------------------------------------------------------------------------
Unless otherwise indicated each person listed below is not employed, other
than as a member of the Supervisory board, and thus no employer, employer's
address or principal place of business of employer is listed. The business
address for each person listed below is c/o Royal Philips Electronics, Rembrandt
Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands.
NAME: F.A. MALJERS
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: A. LEYSEN
Principal Occupation: Retired
Citizenship: Belgium
NAME: W. HILGER
Principal Occupation: Retired
Citizenship: Germany
NAME: L.C. VAN WACHEM
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: C.J. OORT
Principal Occupation: Retired
Citizenship: The Netherlands
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NAME: L. SCHWEITZER
Principal Occupation: Chairman and Chief Executive Officer of
La regie nationale des usines Renault
Employer: La regie nationale des usines Renault
Employer's Address: 34 Quai du Point du Jour
BP 103 92109
Boulogne Bilancourt
Cedex, France
Principal Business of
Employer: Design, manufacture and sale of
automobiles and related businesses
Citizenship: Swiss
NAME: SIR RICHARD GREENBURRY
Principal Occupation: Chairman and Chief Executive of
Marks & Spencer plc.
Employer: Marks & Spencer plc.
Employer's Address: Michael House
47 Bakerstreet
London W1A 1DN
United Kingdom
Citizenship: United Kingdom
NAME: IR. W. DE KLEUVER
Principal Occupation: Retired
Citizenship: The Netherlands
Board of Management and Group Management Committee
of Royal Philips Electronics
--------------------------------------------------
Unless otherwise indicated, all of the members of the Board of
Management and Group Management Committee are employed by Royal Philips
Electronics. The business address for each person listed below is c/o Royal
Philips Electronics, Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The
Netherlands. The principal business of Royal Philips Electronics is the
manufacture and distribution of electronic and electrical products, systems and
equipment.
NAME: C. BOONSTRA
Principal Occupation: President, Chairman of the Board of
Management and the Group Management
Committee
Citizenship: The Netherlands
NAME: D.G. EUSTACE
Principal Occupation: Executive Vice President, Vice Chairman
of the Board of Management and the Group
Management Committee
Citizenship: United Kingdom and Canada
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NAME: J.H.M. HOMMEN
Principal Occupation: Executive Vice-President, Chief Financial
Officer and member of the Board of
Management and the Group Management
Committee
Citizenship: The Netherlands
NAME: R. PIEPER
Principal Occupation: Executive Vice-President, Member of the
Board of Management and the Group
Management Committee
Citizenship: The Netherlands
NAME: J. WHYBROW
Principal Occupation: Executive Vice President, Member of the
Board of Management and the Group
Management Committee and Chairman of the
Lighting Division
Citizenship: United Kingdom
NAME: A.H.A. VEENHOF
Principal Occupation: Member of the Group Management Committee
and Chairman of the Domestic Appliances
and Personal Care Division
Citizenship: The Netherlands
NAME: Y.C. LO
Principal Occupation: Executive Vice President, Member of the
Board of Management and the Group
Management Committee and Chairman of the
Components Division
Citizenship: Republic of China
NAME: A.P.M. VAN DER POEL
Principal Occupation: Executive Vice President, Member of the
Board of Management and the Group
Management Committee and Chairman of the
Semiconductors Division
Citizenship: The Netherlands
NAME: A. BAAN
Principal Occupation: Executive Vice President, Member of the
Board of Management and the Group
Management Committee and Chairman of the
Business Electronics Division
Citizenship: The Netherlands
NAME: J.M. BARRELLA
Principal Occupation: Member of the Group Management Committee
and Chairman of the Medical Systems
Division
Citizenship: The Netherlands
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NAME: K. BULTHUIS
Principal Occupation: Member of the Group Management Committee
and Senior Managing Director of Corporate
Research
Citizenship: The Netherlands
NAME: A. WESTERLAKEN
Principal Occupation: Member of the Group Management Committee;
General Secretary; Chief Legal Officer;
Secretary to the Board of Management
Citizenship: The Netherlands
NAME: N.J. BRUIJEL
Principal Occupation: Member of the Group Management Committee
responsible for Corporate Human Resources
Management
Citizenship:
NAME: A.B. BOK
Principal Occupation: Member of the Group Management Committee;
Chairman of the Business Electronics
Division
Citizenship: The Netherlands
NAME: J.P. OOSTERVELD
Principal Occupation: Member of the Group Management Committee;
Senior Director of Corporate Strategy
Citizenship: The Netherlands
Directors and Executive Officers of Philips
Business Electronics International B.V.
-------------------------------------------
Unless otherwise indicated, all of the directors and executive officers of
Philips Business Electronics International B.V. are employed by Philips Business
Electronics International B.V. The business address for each person listed below
is c/o Philips Business Electronics International B.V., Building TQ III-2, P.O.
Box 218, 5600 MD Eindhoven, The Netherlands. The principal business of Philips
Business Electronics International B.V. is the managing of the Business
Electronics Product division of Philips Electronics N.V. through a number of
operating companies or business units.
NAME: A.B. BOK
Principal Occupation: CEO and President of
Philips Business Electronics
International B.V.
Citizenship: The Netherlands
NAME: T.J.H. SONNEMANS
Principal Occupation: CFO and Vice-President of
Philips Business Electronics
International B.V.
Citizenship: The Netherlands
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
1 Agreement and Plan of Merger dated as of December
3, 1998 by and between FEI Company, MC Acquisition
Corporation and Micrion Corporation. Incorporated
by reference to Exhibit 2.1 to Micrion
Corporation's Current Report on Form 8-K dated
December 9, 1998.
2 19.9% Stock Option Agreement, dated as of December
3, 1998, between Micrion Corporation, as Issuer,
and FEI Company, as Grantee. Incorporated by
reference to Exhibit 99.1 to Micrion Corporation's
Current Report on Form 8-K dated December 9, 1998.
3 Form of Micrion Shareholder Voting Agreement,
dated as of December 3, 1998, between FEI Company
and certain stockholders of Micrion Corporation.
MICRION SHAREHOLDER VOTING AGREEMENT
THIS SHAREHOLDER VOTING AGREEMENT (the "Agreement") is entered into as
of December 3, 1998, between the undersigned _______________, a shareholder (the
"Shareholder") of Micrion Corporation, a Massachusetts corporation ("Micrion"),
and FEI Company, an Oregon corporation (the "Company").
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Micrion , the Company and MC Acquisition Corporation are entering
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), pursuant to which Micrion will merge with MC Acquisition
Corporation, upon the terms and conditions set forth therein;
WHEREAS, the Shareholder desires that the merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of ______ shares of the Common Stock of Micrion (the
Shareholder's "Shares"), (b) does not beneficially own (as such term is defined
in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares
of the Common Stock of Micrion other than his Shares, but excluding any shares
of the Common Stock which he has the right to obtain upon the exercise of stock
options outstanding on the date hereof and (c) has full power and authority to
make, enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote (a) to approve and adopt the
Merger Agreement and (b) against any proposal that would compete with or serve
to interfere or inhibit the timely consummation of the Merger. The Shareholder
agrees to deliver to Lynwood W. Swanson, Chairman of the Board of the Company,
immediately upon request therefor a proxy substantially in the form attached
hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by
law (except that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 10(d)), with the total
number of his Shares and any New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any of his Shares in a
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voting trust or subject any of his Shares to any arrangement with respect to the
voting of such Shares other than agreements entered into with the Company.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger or otherwise encourage or assist any party in taking
or planning any action which would compete with or otherwise serve to interfere
with or inhibit the timely consummation of the Merger in accordance with the
terms of the Merger Agreement, (b) directly or indirectly encourage, initiate or
cooperate in a shareholders' vote or action by consent of Micrion 's
shareholders in opposition to or in competition with the consummation of the
Merger or (c) become a member of a "group" (as such term is used in Section
13(d) of the 1934 Act) with respect to any voting securities of Micrion for the
purpose of opposing or competing with the consummation of the Merger.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, on or after the date hereof,
the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or
otherwise dispose of or encumber any of his Shares or New Shares prior to the
earlier of (a) the effective date of the Merger or (b) the date this Agreement
shall be terminated in accordance with its terms.
6. Additional Purchases. The Shareholder agrees that he will not
purchase or otherwise acquire beneficial ownership of any shares of the Common
Stock after the execution of this Agreement ("New Shares"), nor will he
voluntarily acquire the right to vote or share in the voting of any shares of
the Common Stock other than the Shares, unless he agrees to deliver to the
Company immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 10(d)). The Shareholder also agrees that any New
Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto severally agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto severally agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection with any other
party's seeking or obtaining such equitable relief.
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8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Miscellaneous.
(a) This Agreement shall be deemed a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State
of Oregon.
(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid by a court
of competent jurisdiction, the remainder of the provision held invalid and
the application of such provision to persons or circumstances, other than
the party as to which it is held invalid, shall not be affected.
(c) This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
(d) This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
(e) All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
(f) The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by the Company, Micrion
and MC Acquisition Corporation. The parties agree that there is not and has
not been any other agreement, arrangement or understanding between the
parties hereto with respect to the matters set forth herein.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
FEI COMPANY
By:
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Name:
Title:
SHAREHOLDER:
By:
-------------------------------------
Name:
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