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SCHEDULE 14A INFORMATION
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Filed by GaSonics International Corporation
pursuant to Rule 14a-12 under the
Securities Act of 1933
Subject Company: GaSonics International Corporation
Commission File No.: 0-23372
On October 26, 2000, Novellus and GaSonics held a conference call to discuss the
merger. The webcast of the conference call may be accessed from Novellus' home
page at www.novellus.com, or from www.StreetFusion.com (Webcast Center Quick
View - Special Events). A transcript of the webcast of the conference call
follows.
Operator: Ladies and gentlemen, thank you for standing by. Welcome to the
Novellus Systems, Incorporated conference call. At this time, all
participants are in a listen-only mode. Later, we will conduct a
question and answer session. At that time, if you have a
question, you will need to press the one, followed by the four on
your telephone. As a reminder, this conference is being recorded
Thursday, October 26th, 2000.
I would now like to turn this conference over to Mr. Richard
Hill, Chief Executive Officer.
Please go ahead, sir.
Richard Hill: Good morning, ladies and gentlemen. Thanks for joining us on such
short notice. As most of you have read by now in our press
release, last evening we signed a definitive agreement with
GaSonics to acquire 100 percent of that company. I'm here this
morning with Asuri Raghavan, who is the President and CEO of
GaSonics, along with Bob Smith, the Novellus Executive VP and
Chief Financial Officer.
What we're going to do this morning is first outline the deal,
talk about the overall business strategy and then Mr. Raghavan
will talk about the business relative to GaSonics and we'll then
come back to me and we'll open it up for some questions.
So first I'd like to turn it over to Bob Smith who will give you
the parameters of the deal and then I'll return to talk about the
business strategy.
Thanks very much.
Bob.
Bob Smith: Thank you, Rick. By now you should have seen our press release
concerning Novellus' acquisition of GaSonics International. And
some of our comments today during this presentation and during
the question and answer following, which refer to our
expectations, beliefs, hopes and other anticipated future events,
are forward looking statements. Please keep in mind that the
actual results could differ materially from those projected in
any of our forward looking statements. And we've provided
additional information in today's press release. Our form 10-K
for Novellus in 1999 and previous form 10-Q's concerning factors
that could cause actual results to differ materially from those
in forward looking statements. If you do not have a copy of the
press release, the form 10-K or the form 10-Q, we'd be happy to
provide one to you.
Novellus will acquire all of the outstanding shares of GaSonics,
which are approximately 18 million shares in a stock for stock
merger transaction valued at $347 million for the GaSonics
shares. The total offer value would deduct the net cash of $62
million of GaSonics resulting in the transaction value to
Novellus of approximately $285 million. The time length to
complete the transaction involves regulatory filings such as Hart
Scott Rodino and SEC filings as well as shareholder votes
regarding the transaction from the shareholders of GaSonics. And
the time line this would bring an effective date in the merger
sometime in the first quarter of 2001. The accounting for the
transaction will be pooling of interest and it's expected that
the earnings per share effect of the transaction would be
immediately accretive and the 2001 accretion value would be in
the range of 5 to 9 cents per share of Novellus shares.
Thank you, and I'll turn the meeting back to Rick.
R. Hill: Thanks, Bob. As most of you know, Novellus' strategy is to focus
on the interconnect. And we see one of the major frontiers in
continuing to increase the performance and yields for our
customer is in the area of strict clean and surface preparation.
We're pleased to have GaSonics become a major cornerstone in our
new newly formed surface preparation group. Asuri Raghavan, who's
a seasoned executive, will become the executive vice president of
our surface preparation group, and John Chenault will remain the
Executive Vice President of our deposition group.
Now what does this acquisition bring to Novellus? First of all, I
believe it brings a seasoned executive as well as other seasoned
talent and management talent from GaSonics that truly understand
the equipment business. It also brings us solid technical talent
and human resources focused on one of the most important steps in
the integrated circuit process right prior to deposition. We've
worked very closely with GaSonics as part of the alliance to
deliver copper to our customer base and we believe that this
strategic acquisition offers significant growth opportunities for
both companies.
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In addition, what we acquire is a profitable ongoing business.
We also acquire strong R&D and an emerging application that we
feel can have significant leverage in our business and
differentiate us from our competition. We also acquire plant and
facility which will help support the growth of the combined
entity.
Now what does Novellus provide to GaSonics? And I am sure Mr.
Raghavan will expand on this particular issue, but from my
perspective it provides to GaSonics a strong infrastructure in
sales, marketing and engineering to enhance the positioning and
sales of their existing products, particularly in Asia. In
addition, it provides engineering expertise that will be made
available to this new surface preparation group to accelerate
existing product development and new product development which
will bring science and technology and productivity to a segment
of the business that is fast becoming the yield and performance
limiter to our customers. In addition, Novellus has the capital
and the balance sheet with over a billion dollars in cash to
help rapidly expand this business.
Now let me reiterate our strategy. We're focused on advanced
interconnects. And this is just the first step that we see in
becoming and continuing to maintain our leadership in innovation
of advanced interconnects.
Now let me turn it over to Asuri Raghavan who is more
conveniently known as Rags.
Rags.
Asuri Raghavan: Thanks, Rick. [Inaudible] this is a great opportunity for
GaSonics and Novellus. For those of you who follow GaSonics, I'd
like to, before I make my comments, I'd like to remind you that
we are in our quiet period and our fiscal Q-4 and fiscal year
2000 results will be released next week. And my comments that
follow should be viewed in that context.
Those of you who follow us also know that we are leaders in
photoresist removal and residue removal technology. We've
innovated, we've introduced new technology, specifically with
our radio products which are focused on dry [inaudible] cleans,
copper and locate dielectrics. This is a market that is rapidly
evolving to be a technology player.
This acquisition helps us in a few ways. First, in terms of
infrastructure. GaSonics has a very strong presence in the U.S.
and in Europe, over 70 percent of our business comes from these
two regions. Novellus, on the other hand, accounts the three
Asian boundary groups in it's top ten list of customers, and
therefore, what we hope to do is to leverage GaSonics' very
strong technology and product presence with an extraordinarily
strong distribution system in Asia, and this should help the
company to rapidly proliferate our presence into the Asian
customer base.
Second, the engineering bench strength of Novellus is legendary.
And the hugely successful vector product is just the latest
example. GaSonics is also, over the last few years, introduced a
variety of new process technology. Our radio product is one
example. Our acquisition and induction of the Gamma Precision
Products team into the company is another. And this union
between the two companies enables us to focus on bringing new
products and new technologies to the customer. Existing
technologies and products will get into the market much more
rapidly and new products will be developed from an inventory of
development that should enable us to be first into the market
and take advantage of that early presence.
Over the long term, of course, we expect to be the core of the
surface preparation group. And the resulting benefits to
customers in terms of new products and new technologies will
evolve and become apparent as time goes by.
With that, I'll turn it over back to Rick.
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R. Hill: Thanks, Rags. As we reported, this will be an accretive
transaction from the get-go. It's strategically important for
Novellus and offers growth opportunities, not only for the
business that we've acquired but also our deposition business as
we build strategic differentiation in preparing the surface
prior to deposition. We've already been working together through
the alliance and this will enhance the working relationship in
such a way that we believe we can accelerate our growth into
these new markets.
Q & A
Now, with that, I'd like to open it up for any questions that
you might have.
Operator: Ladies and gentlemen, if you have a question at this time,
please press the one, followed by the four on your telephone.
You will hear a three tone prompt acknowledging your request. If
your question has been answered and you wish to withdraw your
polling request, please press the one, followed by the three. If
you're using a speakerphone today, please pick up your handset
before entering your request.
One moment, please, for the first question.
Glenn Young of Salomon Smith Barney. Please go ahead.
Glenn Young: Thanks. When I look at the guidance that you gave me in the
press release on revenues, I think I'm reading $2.25 billion.
And I recall the last guidance from Novellus was $2 billion for
next year. So would that imply that Gasonics would make up the
remaining quarter of a billion?
B. Smith: We would hope so, and, you know, that's what we're looking for.
Thank you.
G. Young: So that would be a significant growth rate over current run
rates for Gasonics. Can you talk about how some of the synergies
that you bring will allow you to get to that kind of growth
rate?
R. Hill: I think Rags touched on our ability and our infrastructure in
Asia, where they're strong in the U.S. and Europe with
approximately 70 percent of their business coming from those
regions and our strength in Asia. With the three foundries being
in our top customer base, we believe we can enhance their top
line growth.
Thanks very much, Glenn.
Operator: Gunnar Miller of Goldman Sachs. Please go ahead.
Move on to Ed Kressler of Angelo Gordon. Please go ahead.
Ed Kressler: Good morning, congratulations. Is this just a plain fixed
exchange ratio and are there any walkway prices? In other words,
is the deal dependent at all on the movement of the company
stock prices? Is there an area where if Novellus should fall
that Gasonics can walk away from the deal?
R. Hill: I'll let Bob Smith answer that question.
B. Smith: Yeah. There are no collars as such. It is a fixed exchange
ratio.
E. Kressler: And on walk away prices?
B. Smith: There are walk away prices which are not disclosed at this time.
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E. Kressler: That won't be disclosed until the actual filing?
B. Smith: That's right.
(* SEE BELOW)
E. Kressler: Thank you very much.
Operator: Sue Billat of Robertson Stephens. Please go ahead.
Sue Billat: Yes, congratulations to all around. Marvelous synergy here. Rick
and Rags, when I talked to your customers they have told me that
they see particular synergy with the coral film and the Novellus
cleaning systems. I've just gotten several good reports on that.
I wonder if you could give us a little more insight if that is
in fact the case and talk a little more about the benefits in
the processing itself and how synergistic the interconnect
process steps are?
R. Hill: Thanks for that question, Sue. I'll let Rags answer that
question.
A. Raghavan: Thanks, Sue. Yes, first of all, there are clear synergies
especially as it pertains to copper and low-k electric films. We
previously announced joint development programs with UMC as an
example, and I believe that is one instance where the coral film
is being used along with our iridium product for specific
applications. Along with that, we've been part of the Damascus
alliance for sometime now, and the opportunity to understand
specific synergies, especially with coral and as it applies to
low-k is playing out very nicely. And I personally expect that
will be a fairly significant part of the opportunity that is
presented to Gasonics as part of Novellus going forward.
R. Hill: Thanks, Sue.
S. Billat: Thank you.
Operator: Brett Hosess of Merrill Lynch. Please go ahead, please.
Brett Hosess: Good morning and let me add my congratulations also.
R. Hill: Hi, Brett.
B. Hosess: Rick or Rags, when you look at the product portfolio right now
you're already getting some synergies, as Sue had just pointed
out. Can you talk to us, also as you start to go down to smaller
feature sizes, what types of synergies you expect to see other
than what you're already seeing on the copper area?
R. Hill: I'll let Rags answer that question.
A. Raghavan: Thanks, Rick. You know, it's hard to be very specific at this
stage, Brett. But certainly let's focus on a few things. The
vector platform is clearly one example where I see an immediate
opportunity for engineering synergy anyway. There's parts of
that system from controlled systems to material handling to just
the basic overall platform that there are pieces of which I
think will help accelerate our own product development in 300
millimeters and others. I think then as it relates to just a
chamber design and chamber design technology. You know, the
technology that we provide is moving upscale from just basic
ashing and stripping to technologies where you need to
understand a lot more of what the complexity of plasma
distribution and its effect on the surface of the wafer. There's
an extraordinary amount of process, knowledge and capability at
Novellus that we hope to leverage on.
These are just a couple of examples. I'm sure there will be a
lot more as we get our design teams to work with one another.
Thanks for the question.
R. Hill: I'd like to reiterate on that as well, Brett. One of the things
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we see as a major roadblock to technologies below the .15 micron
level, is that a key element in successful deposition is a well
prepared and a clean surface. And I think the closer interaction
between the technologists in the new surface preparation group,
coupled with our deposition technologists, can enable us to more
quickly solve customer problems in the area of yield and
performance related defects. Because as we make these geometries
smaller and smaller contamination is more than just a particle
issue. And we have a vision for how we can change that and
that's one of the strategic areas that we're going with this
acquisition.
Thanks, Brett.
B. Hosess: Thank you.
Operator: Jay Deahna with Morgan Stanley Dean Witter. Please go ahead with
your question.
Jay Deahna: Thank you. Good morning and congratulations. I have two
questions. The first question is for Rick. Rick, if you look at
the sequence of strip and the deposition in subtractive
[inaudible] how often is there a wet clean between the photo
resist strip and your CBD and does that change very much when
you go to copper? And does that imply that in order to have a
total solution side for the phrase in surface preparation, does
that imply that you need some sort of wet cleaning solution in
between the strip and the deposition?
R. Hill: Well, certainly, wet technology has been a major factor in the
industry up to this point in time. As these geometries get
smaller, as you're well aware, wet has its issues associated
with it. But having said that I want to assure you that we're
not limiting the focus of this business to dry technologies.
And, in fact, it's a cornerstone for really building an overall
business that addresses the total requirements. When we look at
the requirements going forward, whether it be for aluminum or
whether it be for copper, we see the clean end strip are
integral parts of the total process that aren't fully understood
at this juncture. And particularly in the area of low-k where
the porosity of the materials causes wet processes to really be
incompatible with what's needed in order to provide effective
surface preparation.
Thanks very much.
J. Deahna: That's good. I've got a follow up too. And the other question
is, Gasonics has been talking about a dual platform strategy in
the move to 300 millimeter and the competitors pretty much have
not been approaching it that way. Rags, are you looking at
getting together with Novellus and trying to form like kind of a
one platform multiple process chamber approach going forward?
A. Raghavan: As I see it now, Jay, I still believe a dual platform strategy
makes sense. I think that we are talking about for cost of
ownership and strip, having a very high productivity, best cost
of ownership platform makes sense to me. On the other hand, for
more complex clean applications that is a more complex flexible
platform, and that's the strategy we're driving on. I see that
any of this --- the result of this union should result in
strengthening and making much more efficient implementation of
our dual platform strategy at this moment. So that's what I see.
I don't see it fundamentally changing.
R. Hill: And we see the ability of multi station sequential strip
becoming the lowest cost of ownership vis-a-vis bulk strip
applications as well. So, obviously as we get smaller and
smaller, there will be different requirements, technical
requirements, and we'll respond appropriately. In areas where we
can have consolidated platform strategy we will. And when you
look at the platform you have to break it apart and certainly
there is some significant immediate advantages of being with
Novellus relative to the control strategy, relative to the look
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and feel and all the tangential support and service
infrastructure that we can supply.
Thanks, Jay.
J. Deahna: Thank you.
Operator: Open for a question.
Oscar Wu from Nomura Securities. Please go ahead.
Oscar Wu: Hi. I have three questions. I guess given the comments you just
made, what impact, if any, will there be on the existing
Damascus alliance? And can you give us an example of exactly
what this acquisition does for Novellus, that working with
Gasonics, through the alliance, couldn't do? And my other
questions are, do you have employee agreements already in place?
And you mentioned a walk away, I guess I was wondering whose
option that is at?
R. Hill: Okay. First of all, on the impact on the Damascus alliance. I
think it only enhances the Damascus alliance. We were working
with Gasonics from the get go and the reality is because of
their technology and because we felt they had the best
technologists, we elected only to work with them. So there's no
change to the alliance structure relative to that.
Relative to employee agreements, we do have employee agreements
in formulation. And we'll continue to work to retain the most
important people.
And, finally, your question was ---
O. Wu: On the walk away.
R. Hill: On the walk away. I'll let Bob answer that.
B. Smith: We prefer to let the agreement and its filing define the walk
away, whose option is that. That will all come out when the
agreement comes out.
(* SEE BELOW)
O. Wu: Thanks.
Operator: Byron Walker, UBS Warburg. Please go ahead with your question.
Byron Walker: Good morning. Congratulations. It looks like a particularly
complimentary deal for both of you. Rick, you had alluded in
your discussion of some of the advantages in the merging
applications. Can you give us a little more clarity on that?
R. Hill: Well, the only clarity I can give you is it's much like the
emergence of copper. Okay. You have to be able to look beyond
what's being done today to much smaller geometries. Where
the surface of the wafer, rather than becoming two dimensional,
is three dimensional. And rather than the problems associated
with deposition becoming one of, there's a large boulder in the
road, to one where the concentration of contaminants on the
surface of the wafer results in chemical changes to the material
that you're depositing. I think we have a vision for that. We
know where we want to take it. And we think working together we
can accelerate the knowledge of the industry in this particular
area. And as we go forward you'll see new products that we'll
lay out that will address these issues.
Thanks, Byron.
B. Walker: Thank you.
Operator: Michael Emerald of Long Fellow Investments. Please go ahead with
your question.
Mr. Emerald, did you have a question?
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Michael
Emerald: Yes, this is Michael Emerald. I apologize for the delay. I hate
to keep asking the same question, but I know you're not going to
disclose the walk prices, but I just want to be absolutely
certain that when you say walk we mean that it's a price of
which the stock could get to whereby either party or one party
could terminate the agreement. Is that what you mean by the
walk?
B. Smith: Yes, that is a part of the walk away and you'll see that when we
close.
(* SEE BELOW)
M. Emerald: Okay. Thank you very much.
Operator: Shekhar Pramanick of Prudential. Please go ahead with your
question.
Shekhar
Pramanick: Hi, good morning. It sounds like a good deal. Could you just
give us a little detail basically what we are looking at that
surface prep chambers on Nova and mostly on the dielectric
tools. You're going to be adding some surface prep chambers or
the existing surface prep chamber in the Nova is going to see
some changes? What kind of time line? When are we going to start
seeing those integrated chambers on these two?
R. Hill: Well, don't assume that you're going to see integrated chambers
at this juncture. The thing you have to recognize is we don't do
marriages of convenience. There has to be technical drive to put
the chambers together in a given application. We're focusing on
lowering the overall cost to our customer. And depending upon
whether that means you put the chamber on a deposition equipment
or whether you have a stand alone system, is determined by the
economics and the technical requirement. And we'll determine
what that is at the time we introduce the product. So don't
immediately jump to the conclusion that you're going to see a
bunch of chambers under the Nova or one of our CVD systems.
Thanks very much.
S. Pramanick: Thanks.
Operator: John Pitzer, CS First Boston. Your line is open for a question.
John Pitzer: Congratulations, guys. Rick, I wonder if you can just comment.
Given your margin profile you'd be hard pressed to find anything
in the industry that you could acquire that had comparable
margins. And you've just touched a little bit about the
infrastructure. But I wondered if you could just get into a
little bit more detail about the plan to raise gross margins and
sort of the operating margins at Gasonics?
Thanks.
R. Hill: Well, whenever there is an acquisition there are always
opportunities for consolidation. But first and foremost Gasonics
is a very profitable operation. And we believe it will continue
to be profitable. There will be opportunities for some
consolidation. Certainly in the areas of HR, administration and
in the sales there's more of a leverage for upside than
necessarily consolidation. There maybe some management overlaps,
but the reality is we have so many openings that what it's going
to do is fill out those openings and hopefully make us more
effective in the field and generating growth.
Okay. Now, having said that, our manufacturing philosophies are
different. Okay. And we have a larger base of which to acquire
components. Certainly Gasonics will benefit from larger volume
purchases and reduction in material costs as soon as we can get
working on those particular issues. Relative to facilities, to
the extent we can consolidate facilities, we'll consolidate
facilities. But we see this as a separate group. We want it to
grow. We believe strategically this business is extremely
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important going forward and what we've done is we've acquired
the best supplier with the best technology and the best
management team in this particular area. And so we will focus,
as we always do, on continuing to improve margins. We'll do it
through the design process as well. By focusing on continuing to
have better and better cost of ownership for our customers and
consequently, we share in the top line in our price in giving
our customers more productivity.
And so from that standpoint, we'll continue to focus on gross
margins, try to drive those up and as well drive the top line up
and really piggyback off the leverage of volume purchases in the
material area.
Thanks very much.
J. Pitzer: Thank you.
Operator: Your line is open for a question.
Gentleman: Yes. Can you just clarify John's question on gross profit margin
and operating margin. Gasonics has a gross margin of about 45
percent, Novellus is a leading average of 58. Bob, can you just
give us the timing on that in terms of when you get economies of
scale, how will that look going forward?
R. Hill: Okay, this is Rick Hill. And the reality is I can't give you
specific timing at this particular point. We just gave a
definitive agreement last night. Certainly you know the
reputation of Novellus. We're already putting together teams to
go in and look at those particular issues, working with the
people at Gasonics. And, you know, to give you specifics we're
not going to do that at this time. Hopefully in the end of the
next conference call or sometime in the future we'll give you
guidance in that area.
Thanks very much.
Operator: Ladies and gentlemen, if there are any additional questions,
please press the one, followed by the four at this time.
Dana Chandler with Cathay Financial. Please go ahead.
Dana Chandler: Yes, good morning and congratulations. I wanted to ask a
question, if you needed to make any additional filings outside
of the U.S., Spain, China or Japan for the merger itself to be
consummated?
B. Smith: Well, there maybe some, and right now I can't give you a listing
of those, but I'm sure there's probably some filings that have
to take place.
D. Chandler: Great. Thank you very much.
Operator: Ed Kressler, Angelo Gordon. Please go ahead with your question.
E. Kressler: Hi. Again, just a quick follow up on my earlier questions. In
terms of approvals, I'm assuming we need Gasonics shareholder
approval. Is Novellus shareholder approval also required?
R. Hill: Novellus shareholder approval is not required.
E. Kressler: Is not required. What other sort of approvals are required
beyond Hart Scott Rodito in the U.S.?
B. Smith: Hart Scott Rodito and SEC filings. Those are the two main
approvals.
E. Kressler: That's it.
R. Smith: And we don't see any problem in those.
E. Kressler: Okay, great. And then, lastly, are there any shareholder
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agreements? Have the insiders of Gasonics agreed to vote their
shares in favor of the transaction?
B. Smith: Yes.
E. Kressler: They have. And does that represent approximately 20 percent of
the shares out?
B. Smith: Yes, it does.
R. Hill: And you can find that in the public filings.
E. Kressler: Very good. Thank you very much.
Operator: Go ahead with your follow up question.
Christian Koch: Hello.
R. Hill: Yes.
C. Koch: Okay, sorry. Can you talk about Gasonics top customers in fiscal
'99? Intel was about ---?
R. Hill: Who is this, please?
C. Koch: Christian Koch with Trusco Capital Management.
R. Hill: Okay.
C. Koch: In fiscal '99 Intel was approximately 23 percent of revenue and
Motorola was around 10 percent. Can you just talk about your key
customers currently and are those levels still appropriate?
R. Hill: We're not going to talk about the key customers today and as
Rags had communicated to you earlier, they are in their quiet
period. So I think you need to tune into the conference call
which will be in two weeks.
B. Smith: Next week.
R. Hill: Next week. Thanks very much.
Operator: At this time, gentlemen, I am showing no further questions.
Please continue with the presentation or any closing remarks.
Closing Remarks
R. Hill: Thank you very much for joining us at this early hour. We
believe that this acquisition is a major opportunity for
Novellus and for the employees and people of GaSonics as well as
the shareholders of GaSonics. And we look forward to future
quarters where we can announce positive results for you.
Thanks very much, and we'll talk to you at the end of the fourth
quarter.
Thanks very much.
* THE AGREEMENT AND PLAN OF REORGANIZATION PROVIDES FOR A FIXED EXCHANGE RATIO
AND THERE ARE NO CLOSING CONDITIONS OR TERMINATION PROVISIONS BASED UPON THE
PUBLICLY TRADED STOCK PRICES OF GASONICS OR NOVELLUS
Forward-Looking Statements
Except for the historical information presented, certain matters discussed in
this press release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from any future results, performance or achievements expressed or implied by
such statements. Forward-looking statements in this release include statements
regarding financial forecasts, market growth predictions, leadership positions,
bringing new technologies and products to the market, and the likelihood and
timing of closing. Factors that could cause actual results to differ materially
include risks and uncertainties such as the failure of GaSonics' technology to
complement and/or broaden Novellus' current technologies, the ability of the
combined company to create anticipated synergies and increased product sales as
a result of the acquisition, and possible difficulties in combining the
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operating plans and scientific cultures of Novellus and GaSonics. These risks
are detailed from time to time in Novellus' and GaSonics' public disclosure
filings with the U.S. Securities and Exchange Commission (SEC), including
Novellus' annual report on Form 10-K for the fiscal year ended December 31,
1999, Novellus' Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000, Novellus' Registration
Statement on Form S-3 filed on April 5, 2000, and Novellus' Form 8-K filed on
April 21, 2000, GaSonics' annual report on Form 10-K for the fiscal year ended
September 30, 1999, GaSonics' Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1999, March 31, 2000, and June 30, 2000, GaSonics'
Registration Statements on Form S-3 filed on April 10, 2000 and October 3, 2000,
and GaSonics' Form 8-K filed on September 27, 2000. Copies of Novellus' and
GaSonics' public disclosure filings with the SEC are available from their
respective investor relations departments.
Additional information, and where to find it.
Prior to this filing pursuant to SEC Rule 14a-12 (and SEC Rule 425), GaSonics
filed a Current Report on Form 8-K containing information concerning the
expected participants in GaSonics' solicitation of proxies in connection with
the proposed merger of GaSonics with a subsidiary of Novellus (the "Merger")
(the "October 27 Form 8-K"), which is incorporated herein by reference.
Investors are urged to read the October 27 Form 8-K, as amended on October 30,
2000, carefully. In addition, it is expected that Novellus will file a
Registration Statement on Form S-4 with the SEC in conjunction with the Merger
(the "Registration Statement"). The Registration Statement will include a proxy
statement of GaSonics with respect to GaSonics stockholders' vote on the
proposed Merger and a prospectus of Novellus with respect to the Novellus shares
to be issued to GaSonics stockholders in the proposed merger (the "Proxy
Statement/Prospectus"). GaSonics plans to mail the Proxy Statement/Prospectus to
its stockholders. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about GaSonics, Novellus, the Merger, the
persons soliciting proxies relating to the merger, their interests in the
merger, 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.
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Free copies of the Proxy Statement/Prospectus and these other documents may also
be obtained from (i) GaSonics by directing a request by mail or telephone to
GaSonics, 404 East Plumeria Dr., San Jose, CA 95134, attention: Rammy Rasmussen;
telephone (408) 570-7400, and (ii) Novellus by directing a request by mail or
telephone to Novellus, 4000 N. 1st St., San Jose, CA 95134, attention: Bob
Smith, telephone (408)943-9700. In addition to the Registration Statement and
the Proxy Statement/Prospectus, GaSonics and Novellus file annual, quarterly,
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements, or other information filed by
GaSonics or Novellus at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of 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 the public reference rooms. GaSonics' and
Novellus' 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.
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Participants in Solicitation
GaSonics, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from GaSonics stockholders in
favor of the adoption and approval of the Merger Agreement and approval of the
Merger and related matters. Information concerning the participants in the
solicitation will be set forth in a Current Report on Form 8-K filed by GaSonics
on October 26, 2000, and will also be set forth in the Registration Statement,
and the Proxy Statement/Prospectus under the heading "Interests of Certain
Persons in the Merger."
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