ADE Corporation Exceeds Third-Quarter Guidance; Revenue, Gross Margin, Income, Bookings and Cash Rise Sequentially

ADE Corporation (Nasdaq: ADEX) today reported its
financial results for its third quarter of fiscal 2006 ended January
31, 2006.
   Revenue for the third quarter of fiscal 2006 was $26.3 million,
compared with $23.6 million for the second quarter of fiscal 2006 and
$29.5 million for the third quarter of fiscal 2005. ADE posted net
income of $4.7 million, or $0.32 per diluted share, for the third
quarter of fiscal 2006. This figure includes a tax benefit of
approximately $980,000 related to 2005 tax deductions. This compares
with net income of $2.9 million, or $0.20 per diluted share, for the
second quarter of fiscal 2006, and $6.4 million, or $0.45 per diluted
share, for the third quarter of fiscal 2005.
   Gross margin for the third fiscal quarter of 2006 was 57 percent.
This compares with 56 percent for the prior quarter and 53 percent for
the year-ago third fiscal quarter. ADE ended the third fiscal quarter
with $88.2 million in cash, cash equivalents and marketable
securities. This is an increase of 20 percent from $73.7 million at
the end of fiscal 2005. ADE's backlog on January 31, 2006 was $41.8
million. This compares with $40.2 million on October 31, 2005 and
$48.2 million on January 31, 2005.
   "ADE continued to perform well in the third fiscal quarter,
exceeding its financial guidance range for revenue and net income, and
showing growth in new orders and gross margin as well as cash," said
Dr. Chris L. Koliopoulos, ADE's president and chief executive officer.
"We continued to capitalize on the ongoing expansion in 300mm wafer
capacity, generated additional momentum with our recent product
launches and increased our cash position to record levels."
   "For the third quarter, revenue was strongest geographically from
Japan, which accounted for 45% of total revenue," said Brian James,
executive vice president and chief financial officer of ADE. "Asia and
the United States, meanwhile, each contributed approximately 25% of
sales, with Europe delivering the remainder."
   "Utilization rates remain high in both 200mm and 300mm wafer fabs,
and demand for metrology and defect inspection equipment continues to
grow as capacity expansion plans are announced and 300mm wafer
production escalates," continued Dr. Koliopoulos. "Quote activity
remained strong during the quarter, and customer interest in our new
NanoXam(TM), WaferXam(TM) and FabVision(TM) tools continues to build
momentum. Our data storage segment is also tracking the growth in hard
disk drives as consumer demand increases."
   "Recently we announced a definitive merger agreement with
KLA-Tencor. Through this acquisition by KLA-Tencor, both companies are
looking to increase growth by leveraging their collective technology
and existing infrastructure, especially in the semiconductor device
market. The combined company will be well positioned to benefit from
the increasing industry demand for 300mm wafer metrology and defect
inspection equipment with an expanded portfolio of yield management
solutions," concluded Dr. Koliopoulos.
   ADE expects the merger to close by early in the third calendar
quarter of this year subject to customary closing conditions,
including regulatory approval and approval by ADE shareholders. While
the merger is pending, ADE will no longer be providing guidance on
revenue, gross margins or earnings per share.

   Conference Call Reminder

   ADE will host a conference call and webcast on March 8, 2006 at
8:30 a.m. Eastern Time (ET) to discuss its third-quarter financial
results and business outlook. To participate in the webcast, please
visit the "Investor Relations" section of the ADE website, located at
www.ade.com. A replay of the call will be available on the website two
hours after the completion of the conference call.

   About ADE Corporation

   ADE Corporation is a leading supplier of metrology and inspection
systems for the semiconductor wafer, semiconductor device, magnetic
data storage and optics manufacturing industries. Wafer suppliers and
device manufacturers worldwide rely on ADE measurement and inspection
systems to certify and ensure the highest quality bare silicon
substrates. ADE's most recent generation of products serve both 65nm
in-line manufacturing applications and 45nm process development.
Semiconductor device yields begin with the bare wafer, and ADE's
leading technology provides early insight into surface defect, shape,
flatness and nanotopography of these advanced 300mm substrates.
Additional information about ADE is available on the Internet at
http://www.ade.com, which website is not part of this news release.

   Cautionary Statement Regarding Forward-Looking Statements

   This news release contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995 and federal
securities law. Such forward-looking statements are subject to known
and unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such statements.
Those statements that make reference to expectations, predictions,
beliefs, and assumptions should be considered forward-looking
statements. These statements include, but are not limited to, those
associated with the momentum of ADE's products and quote activity, the
expected demand for ADE's products and for semiconductor wafers
generally, the success of ADE's new and existing products, the
expected closing time for the proposed merger, the impact of the
proposed merger on the growth and positioning of both KLA-Tencor and
ADE and the development and availability of existing and new products,
and other expected benefits from the proposed merger. These statements
involve risks and uncertainties including those associated with the
strength of the semiconductor, data storage and device markets; wafer
pricing and wafer demand; the results of product development efforts;
the success of product offerings to meet customer needs within the
timeframes required by customers in these markets; disruption from the
proposed merger making it more difficult to maintain relationships
with customers, vendors and employees; the failure to obtain and
retain expected synergies from the proposed merger; the failure of ADE
shareholders to approve the proposed merger; delays in obtaining, or
adverse conditions contained in, any required regulatory approvals;
failure to consummate or delay in consummating the proposed merger for
other reasons, changes in laws or regulations and other similar
factors. Further information on potential factors that could affect
ADE's business is contained in its reports on file with the Securities
and Exchange Commission, including its Form 10-K for the year ended
April 30, 2005. ADE is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.

   Important Information

   This document may be deemed to be solicitation material in respect
of the proposed business combination of KLA-Tencor Corporation and
ADE. In connection with the proposed transaction, a registration
statement on Form S-4 will be filed by KLA-Tencor with the SEC.
STOCKHOLDERS OF ADE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The final proxy statement/prospectus will be
mailed to stockholders of ADE and stockholders may obtain a free copy
of the disclosure documents (when they become available) and other
documents filed by ADE and KLA-Tencor with the SEC at the SEC's
website at www.sec.gov, from ADE Corporation, 80 Wilson Way, Westwood,
Massachusetts 02090, Attention: Chief Financial Officer, or from
KLA-Tencor Corporation, 160 Rio Robles, San Jose, California 95134,
Attention: General Counsel.
   KLA-Tencor, ADE and their respective directors and executive
officers and other members of management and employees may be deemed
to participate in the solicitation of proxies in respect of the
proposed transactions. Information regarding KLA-Tencor's directors
and executive officers is available in KLA-Tencor's proxy statement
for its 2005 annual meeting of stockholders, which was filed with the
SEC on October 13, 2005, and information regarding ADE's directors and
executive officers is available in ADE's annual report on Form 10-K
for the year ended April 30, 2005, and its proxy statement for its
2005 annual meeting of stockholders, which were filed with the SEC on
July 26 and August 19, 2005, respectively. Additional information
regarding the interests of such potential participants will be
included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
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                            ADE CORPORATION
       UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
               (In thousands, except per share amounts)



                                       Three months      Nine months 
                                           ended            ended
                                         January 31       January 31
                                      ---------------  ---------------

                                        2006    2005     2006    2005
                                      ------- -------  ------- -------

Revenue                              $26,258 $29,505  $74,184 $87,107
Cost of revenue                       11,382  13,969   32,481  40,904
                                      ------- -------  ------- -------
Gross profit                          14,876  15,536   41,703  46,203
                                      ------- -------  ------- -------
Operating expenses:
   Research and development            4,113   4,130   11,743  11,412
   Marketing and sales                 2,933   2,715    9,382   9,000
   General and administrative          2,754   2,413    7,936   7,940
                                      ------- -------  ------- -------
Total operating expenses               9,800   9,258   29,061  28,352
                                      ------- -------  ------- -------
Income from operations                 5,076   6,278   12,642  17,851

Interest income                          694     182    1,764     379
Interest expense                         (65)    (70)    (185)   (203)
Other income                              87     163      143     214
                                      ------- -------  ------- -------
Income before provision for income
 taxes                                 5,792   6,553   14,364  18,241
Provision for income taxes             1,059     117    3,830     444
                                      ------- -------  ------- -------
Net income                           $ 4,733 $ 6,436  $10,534 $17,797
                                      ======= =======  ======= =======

Basic earnings per share             $  0.33 $  0.46  $  0.73 $  1.27
Diluted earnings per share           $  0.32 $  0.45  $  0.72 $  1.25

Weighted average shares outstanding -
 basic                                14,405  14,065   14,366  14,038
Weighted average shares outstanding -
 diluted                              14,695  14,285   14,637  14,276


                            ADE CORPORATION
            UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                       (In thousands, unaudited)

                                                January 31,  April 30,
                                                    2006        2005

Assets
Cash and cash equivalents                       $  87,244   $  72,841
Marketable securities                                 932         836
Accounts receivable, net                           19,274      18,499
Inventories                                        34,785      30,764
Other current assets                                1,096       1,373
Deferred income taxes                              11,017      10,601
                                                ----------  ----------
    Total current assets                          154,348     134,914

Fixed assets, net                                   8,391       9,241
Deferred income taxes                               3,194       6,616
Investments                                           499         499
Other assets                                        1,751       1,956
                                                ----------  ----------
     Total assets                               $ 168,183   $ 153,226
                                                ==========  ==========

Liabilities and Stockholders' Equity
Total current liabilities                       $  19,438   $  18,273
Deferred gain on sale-leaseback                     1,411       1,496
Long-term debt                                      3,292       3,431
Total stockholders' equity                        144,042     130,026
                                                ----------  ----------
     Total liabilities and stockholders' equity $ 168,183   $ 153,226
                                                ==========  ==========
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