Ultratech, Inc. (NASDAQ:UTEK) Files An 8-K Other Events

0

Ultratech, Inc. (NASDAQ:UTEK) Files An 8-K Other Events

Item8.01. Other Events.

On February21, 2017, Ultratech, Inc., a Delaware corporation (the
Company), and Veeco Instruments Inc., a Delaware corporation
(Veeco), issued a joint press release announcing that the Company
received notice from the U.S. Federal Trade Commission on
February17, 2017 that it had granted early termination, effective
immediately, of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the HSR Act), for the pending acquisition of the Company by
Veeco (the Merger) to the Agreement and Plan of Merger, dated
February2, 2017, among the Company, Veeco, and Ulysses
Acquisition Subsidiary Corp., a Delaware corporation and a
wholly-owned subsidiary of Veeco (the Merger Agreement). A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

The early termination of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the Merger,
which remains subject to other closing conditions, including the
adoption of the Merger Agreement by requisite vote of the
Companys stockholders. The Merger is expected to close in the
second calendar quarter of 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber

Description

99.1 Joint Press Release issued by Veeco and the Company dated
February21, 2017

Additional Information and Where to Find
It

In connection with the proposed acquisition of the Company by
Veeco to the terms of the Merger Agreement, Veeco will file with
the Securities and Exchange Commission (the SEC) a Registration
Statement on Form S-4 (the Form S-4) that will contain a proxy
statement of the Company and a prospectus of Veeco, which proxy
statement/prospectus will be mailed or otherwise disseminated to
the Companys stockholders when it becomes available. Investors
are urged to read the proxy statement/prospectus (including all
amendments and supplements) because they will contain important
information. Investors may obtain free copies of the proxy
statement/prospectus when it becomes available, as well as other
filings containing information about Veeco and the Company,
without charge, at the SECs Internet site (http://www.sec.gov).
Copies of these documents may also be obtained for free from the
companies web sites at www.Veeco.com or www.Ultratech.com.

Participants in Solicitation

Veeco, the Company and their respective officers and directors
may be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in connection with the
proposed transaction. Information about the Companys executive
officers and directors is set forth in its Annual Report on Form
10-K, which was filed with the SEC on February26, 2016, Amendment
No.1 to its Annual Report on Form 10-K, which was filed with the
SEC on April22, 2016, and the proxy statements for its 2016
annual meeting of stockholders, which were filed with the SEC on
June10, 2016 and June13, 2016. Investors may obtain more detailed
information regarding the direct and indirect interests of Veeco,
the Company and their respective executive officers and directors
in the acquisition by reading the preliminary and definitive
proxy statement/prospectus regarding the transaction, which will
be filed with the SEC.

Forward Looking Statements

This written communication contains forward-looking statements
that involve risks and uncertainties concerning Veecos proposed
acquisition of the Company, the Companys expected financial
performance, as well as the Companys strategic and operational
plans. Actual events or results may differ materially from those
described in this written communication due to a number of risks
and uncertainties. The potential risks and uncertainties include,
among others, the possibility that the Company may be unable to
obtain required stockholder approval or that other

2

conditions to closing the transaction may not be satisfied, such
that the transaction will not close or that the closing may be
delayed; the reaction of customers to the transaction; general
economic conditions; the transaction may involve unexpected
costs, liabilities or delays; risks that the transaction disrupts
current plans and operations of the parties to the transaction;
the ability to recognize the benefits of the transaction; the
amount of the costs, fees, expenses and charges related to the
transaction and the actual terms of any financings that will be
obtained for the transaction; the outcome of any legal
proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the transaction agreement. In addition, please
refer to the documents that the Company files with the SEC on
Forms 10-K, 10-Q and 8-K. The filings by the Company identify and
address other important factors that could cause its financial
and operational results to differ materially from those contained
in the forward-looking statements set forth in this written
communication. All forward-looking statements speak only as of
the date of this written communication nor, in the case of any
document incorporated by reference, the date of that document.
The Company is under no duty to update any of the forward-looking
statements after the date of this written communication to
conform to actual results.

3


About Ultratech, Inc. (NASDAQ:UTEK)

Ultratech, Inc. (Ultratech) develops, manufactures and markets photolithography, laser thermal processing and inspection equipment. The Company operates through the manufacture and distribution of capital equipment to manufacturers of integrated circuits and nanotechnology components segment. The Company serves manufacturers of semiconductor devices, including advanced packaging processes and various nanotechnology components, such as thin film head magnetic recording devices (thin film heads or TFHs), laser diodes, high-brightness light emitting diodes (HBLEDs), as well as atomic layer deposition systems (ALD). The Company supplies step-and-repeat photolithography systems based on one-to-one (1X) imaging technology to customers located throughout North America, Europe and Asia. It offers over two different series of 1X lithography systems for use in the semiconductor fabrication process. The Company offers a family of laser-based thermal annealing tools built on its Unity Platform.

Ultratech, Inc. (NASDAQ:UTEK) Recent Trading Information

Ultratech, Inc. (NASDAQ:UTEK) closed its last trading session up +0.16 at 28.92 with 701,970 shares trading hands.