VEECO INSTRUMENTS INC. (NASDAQ:VECO) Files An 8-K Completion of Acquisition or Disposition of Assets

VEECO INSTRUMENTS INC. (NASDAQ:VECO) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01. Completion of Acquisition or Disposition of
Assets.

As previously disclosed in the Current Report on Form8-K filed
with the Securities and Exchange Commission (the SEC) by
Veeco Instruments Inc., a Delaware corporation (the
Company) on February3, 2017, the Company, Ultratech,Inc.,
a Delaware corporation (Ultratech) and Ulysses Acquisition
Subsidiary Corp., a Delaware corporation and wholly owned
subsidiary of Veeco (Merger Subsidiary), entered into an
Agreement and Plan of Merger, dated February2, 2017 (the
Merger Agreement). On May26, 2017, to the terms and
conditions of the Merger Agreement, Merger Subsidiary was merged
with and into Ultratech (the Merger), with Ultratech
surviving as a wholly owned subsidiary of the Company (the
Surviving Corporation).

to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding share of common stock,
par value $0.001 per share, of Ultratech (the Ultratech Common
Stock
) (other than (i)shares of Ultratech Common Stock owned
by the Company or Merger Subsidiary and shares of treasury stock
held by Ultratech, which were cancelled without consideration,
(ii)shares of Ultratech Common Stock held by any subsidiary of
either the Company or Ultratech, which were converted into shares
of common stock of the Surviving Corporation and (iii)shares held
by holders of Ultratech Common Stock, if any, who properly
exercised their appraisal rights under the General Corporation
Law of the State of Delaware) outstanding immediately prior to
the Merger was automatically cancelled and converted into the
right to receive an amount equal to (1)$21.75 in cash without
interest (the Cash Consideration), (2)0.2675 of a share of
the common stock of the Company (the Company Common
Stock
), par value $0.01 per share (the Stock
Consideration
and, together with the Cash Consideration, the
Merger Consideration) and (3)cash in lieu of fractional
shares of Company Common Stock as contemplated by the Merger
Agreement.

to the Merger Agreement, as of the Effective Time, (a)each
outstanding option to purchase shares of Ultratech Common Stock
became fully vested and was cancelled and converted into the
right to receive an amount in cash equal to the product of (i)the
number of shares of Ultratech Common Stock subject to such option
immediately prior to the Effective Time and (ii)the excess, if
any, of the value of the Merger Consideration (expressed as a
dollar amount) over the exercise price per share of such option;
(b)each award of restricted stock units with respect to shares of
Ultratech Common Stock (RSUs) that was outstanding and
vested immediately prior to the Effective Time, including those
RSUs that became vested by their terms immediately prior to or as
of the Effective Time, was cancelled and converted into the right
to receive an amount in cash equal to the product of the value of
the Merger Consideration (expressed as a dollar amount) and the
number of shares of Ultratech Common Stock subject to such vested
RSUs; and (c)each outstanding award of RSUs that was outstanding
and unvested immediately prior to the Effective Time was assumed
by the Company and converted into a number of restricted stock
units with respect to Company Common Stock as determined by
multiplying the number of unvested RSUs by the ratio of the
dollar value of the Merger Consideration per share of Ultratech
Common Stock to the volume weighted average trading price of the
Companys common stock over the period of five trading days ending
on the day before the closing of the Merger.

The foregoing summary description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, a copy of which
was filed as Exhibit2.1 to the Companys Current Report on Form8-K
filed with the SEC on February3, 2017, which is incorporated
herein by reference.

The aggregate consideration paid to equityholders of Ultratech by
the Company in the Merger, including for outstanding stock
options and vested RSUs, was approximately $628.4 million in cash
plus approximately 7.4 million shares of Veeco common stock,
without giving effect to related transaction fees and expenses.

Item 8.01 Other Events.

On May26, 2017, Veeco issued a press release announcing the
consummation of the Merger. A copy of the press release is
attached as Exhibit99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(a) Financial Statements of Business
Acquired.

The financial statements of Ultratech required by this item
were previously filed and incorporated by reference in the
Companys Registration Statement on FormS-4 dated April24, 2017.

(b) Pro Forma Financial
Information.

The pro forma financial information required by this item was
previously filed and incorporated by reference in the Companys
Registration Statement on FormS-4 dated April24, 2017

(d)Exhibits.

Exhibit

Description

99.1

Press Release of Veeco, dated May26, 2017


About VEECO INSTRUMENTS INC. (NASDAQ:VECO)

Veeco Instruments Inc. designs, manufactures, markets and supports thin film equipment. The Company’s equipment is used to make electronic devices, including light emitting diodes (LED), micro-electromechanical systems (MEMS), wireless devices, power electronics, hard disk drives (HDDs) and semiconductors. The Company operates in four geographic regions: United States; China; Europe, the Middle East and Africa, and the Rest of World. The Company is a supplier of metal organic chemical vapor deposition (MOCVD) systems. The Company’s Precision Surface Processing’s platforms include WaferEtch and the WaferStorm. The Company’s NEXUS Ion Beam Deposition (IBD) systems utilize ion beam technology to deposit precise layers of thin films. The Company makes an array of deposition systems, including Physical Vapor Deposition, Diamond Like Carbon Deposition and Chemical Vapor Deposition Systems.

VEECO INSTRUMENTS INC. (NASDAQ:VECO) Recent Trading Information

VEECO INSTRUMENTS INC. (NASDAQ:VECO) closed its last trading session 00.00 at 31.75 with 454,412 shares trading hands.

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