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Filed by Mattson 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: Mattson Technology, Inc.
Commission File No.: 000-24838
On June 27, 2000, Mattson Technology, Inc. (the "Company") 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), and entered into an Agreement
and Plan of Merger (the "Merger Agreement") to acquire CFM Technologies, Inc.
(NASDAQ: CFMT). The transactions are mutually conditioned on one another and are
required to close simultaneously.
The Company will issue 11,850,000 shares of common stock to STEAG
Electronic Systems AG ("SES") under the SBCA, upon the closing. The Company has
agreed to issue options to purchase 850,000 shares of common stock at the
closing to employees of the entities acquired from SES. As a result of the
transaction, SES will hold approximately 32% of the outstanding common stock of
the Company. The Company and SES have agreed to enter into a Stockholder
Agreement providing, among other things, for the expansion of the Company's
Board of Directors from five members to seven, for the election of two persons
designated by SES to the Company's Board of Directors, for certain restrictions
on future acquisitions or dispositions of Company common stock by SES, and for
registration rights in favor of SES. The terms of the transaction with SES are
more fully described in the SBCA, which is filed herewith as Exhibit 1 and
incorporated herein by reference. The form of the Stockholder Agreement is
included as Exhibit B to the SBCA.
Under the Merger Agreement with CFM Technologies, Inc. ("CFM"), the
Company is to acquire CFM in a stock-for-stock merger in which the Company will
issue 0.5223 shares of Company common stock for each share of CFM stock
outstanding at the closing (which would represent approximately 4,100,000 shares
of Company common stock as of June 27, 2000). In addition, the Company will
assume all outstanding CFM 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. The Company has agreed to issue additional
options to purchase 500,000 shares of 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 the Company. 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 2 and incorporated herein by
reference.
The transactions will be accounted for by the Company 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 the Company and CFM, clearance under the U.S. and German
antitrust laws and other customary closing conditions. The closing of the
transactions is 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. 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 previously filed with the U.S. Securities and Exchange
Commission ("SEC") on that date. Certain option and voting agreements between
certain parties to the transactions are filed herewith as Exhibits 4 through 7
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 Mattson through
the contact listed above.
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 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 Strategic Business Combination Agreement, dated
as of June 27, 2000, by and between STEAG
Electronic Systems AG, an Aktiengesellschaft
organized and existing under the laws of the
Federal Republic of Germany, and Mattson
Technology, Inc., a Delaware corporation.
2 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.
3 Form of Stockholder Agreement to be entered by
and among STEAG Electronic Systems AG, an
Aktiengesellschaft organized and existing under
the laws of the Federal Republic of Germany,
Mattson Technology, Inc., a Delaware corporation,
and Brad Mattson. (Incorporated by reference to
Exhibit B to the Strategic Business Combination
Agreement filed as Exhibit 1 to this Rule 425
Statement.)
4 Voting Agreement, dated as of June 27, 2000, by
and between STEAG Electronic Systems AG, an
Aktiengesellschaft organized and existing under
the laws of the Federal Republic of Germany, and
Brad Mattson.
5 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.
6 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 2
to this Rule 425 Statement.)
7 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 2 to this Rule 425 Statement.)
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