AIXTRON and Genus to Merge in Stock-for-Stock Transaction

AIXTRON and Genus to Merge in Stock-for-Stock Transaction
-- Creation of a World-Leading Supplier of 'Nano' Deposition Technology to the
Semiconductor Industry





AACHEN, Germany and SUNNYVALE, Calif., July 2
 /PRNewswire-FirstCall/ -- AIXTRON AG, and Genus, Inc. (NASDAQ:GGNS), both
specialized equipment suppliers for the semiconductor industry, announced today
that they are planning to merge. The merger of the two companies, with leading
positions in their respective segments, will create one of the world's premier
suppliers of advanced deposition equipment. AIXTRON is the leading supplier of
MOCVD (metal-organic chemical vapor deposition) products for the production of
ultra-high brightness light emitting diodes, high frequency chips and lasers,
and Genus is a leading supplier of ALD (atomic layer deposition) technology,
which is required in the production of advanced semiconductors and hard disk
drives. The companies are highly complementary and are an excellent strategic
fit in a number of areas.

AIXTRON plans to acquire all outstanding Genus shares in a stock-for-stock
transaction. Genus shareholders will receive 0.51 American Depository Receipts
(ADRs) of AIXTRON in exchange for each Genus common share. Each AIXTRON ADR
will represent one AIXTRON ordinary share. AIXTRON will seek to have the ADRs
quoted on NASDAQ, which quotation is expected to become effective at the
closing of the transaction. At Thursday's close, AIXTRON's shares were at euro
5.82; this values each Genus share at $3.61, with an estimated total
transaction value of  euro 117.7 million ($143.2 million) based on the current
issued shares of Genus stock. Genus' shareholders are receiving a premium of
approximately 6 percent based on Thursday's closing prices and approximately 16
percent to the 30-day trailing average prices of the two companies' shares.
Following the completion of the transaction, AIXTRON's shareholders will hold
approximately 74 percent and Genus' shareholders approximately 26 percent of
the merged company.

"Both companies have more than 20 years of experience in the semiconductor
equipment business and are an ideal fit. The semiconductor industry
increasingly requires new complex material solutions which we offer," said Paul
Hyland, president and CEO of AIXTRON. "The combined company will leverage
AIXTRON's know-how in complex material deposition and Genus' strength in new
semiconductor deposition technologies for such materials. We are thereby well
positioned for the next investment cycle in the semiconductor industry and to
benefit from a strong position in this global industry, which enables further
growth."

Genus' chairman and CEO William W. R. Elder said, "Our products are highly
complementary. The merger will strengthen our balance sheet, and in the medium
term, the cooperation in research and development should enable the realiztion
of synergies in the development and production of our products as well as
additional revenue benefits."

AIXTRON and Genus employ over 550 employees worldwide.

The two companies reported total 2003 revenues of approximately euro 142
million ($160 million), a combined gross profit of approximately euro 32
million ($36 million) and cash and cash equivalents of approximately euro 78
million ($99 million). Paul Hyland will remain president and CEO of AIXTRON.
William W. R. Elder, chairman and CEO of Genus, will join the AIXTRON
management board. The transaction has been approved by the management board and
supervisory board of AIXTRON and the board of directors of Genus. The
transaction is subject to approval by the shareholders of both companies and to
any necessary regulatory clearance in the U.S., and is expected to close by
year-end.

Q2 Business Update / 2004 Outlook

Having completed its second quarter June 30, 2004, AIXTRON management is
issuing preliminary results for this quarter. Q2 equipment order intake figures
are euro 36 million, YTD equipment order intake is euro 66 million and the
equipment order backlog is euro 74 million as of June 30. Preliminary total Q2
revenues are euro 34 million, giving preliminary total YTD revenues of euro 59
million. The release of final Q2 results for AIXTRON will be as planned on
August 5. Due to the positive business development in the second quarter, the
forecast of total revenues for 2004 will be increased to a range of euro 130 to
140 million (previous guidance euro 121 million), with net profit in the range
of euro 2 to 5 million (before transaction related expenses). Previously,
management predicted to break even.

Genus management believes that it is still possible to reach previous guidance
on revenues ($55 to $65 million) and order intake ($60 to $70 million). As
indicated earlier, the first half has been weak for both orders and revenues
and management expects conditions to improve in the second half. Genus will
discuss its financial results for the quarter ending June 30, 2004 during its
quarterly conference call on July 27.

Morgan Stanley and McDermott Will & Emery LLP are advising AIXTRON, and Needham
& Company and Wilson Sonsini Goodrich & Rosati, Professional Corporation are
advising Genus.

Conference Calls Scheduled for Friday, July 2

Senior management from AIXTRON and Genus will host two conference calls Friday
to discuss the transaction. Investors, news media and others may join these
conference calls.

The first conference call is scheduled for 10:30 a.m. Central European time.
Dial in number:

  (UK):  [phone]
  (Germany):  [phone]



The second conference call is scheduled for 8:30 EDT (2:30 p.m. central
European time)

  Dial in number:
   From the US:  1-888-803-6692
   International:  1-706-634-1030
   Conf. Code:  8576009

  About AIXTRON


AIXTRON was founded in Aachen in 1983 as a specialized equipment supplier for
the semiconductor industry. AIXTRON is the world's leading manufacturer of
state-of-the-art MOCVD (metalo-organic chemical vapor deposition) equipment for
the production of compound semiconductors and other complex material systems.
More than 200 customers worldwide, including almost all the major global
electronics groups, rely on AIXTRON technology in the production of highly
advanced devices such as LEDs, lasers, HEMTs detectors, HBTs, MESFETs. These
components are used in fiber optic communications systems, wireless and mobile
telephony applications, optical storage devices, illumination, signaling and
lighting, as well as a range of other leading edge technologies. To date more
than 750 AIXTRON systems are installed worldwide. AIXTRON AG (ISIN
DE0005066203) is listed in the Prime Standard of the German stock exchange
(Deutsche Borse AG) and is included in the MSCI World Index.

  For additional information visit AIXTRON's web site at
http://www.aixtron.com/.

  About Genus


Genus, Inc. manufactures critical deposition processing products for the global
semiconductor industry and the data storage industry. To enable the production
of intricate micro computer chips and electronic storage devices, Genus offers
its LYNX and StrataGem series production-proven equipment for 200mm and 300mm
semiconductor production, and offers thin film deposition products for chemical
vapor deposition (CVD), atomic layer deposition (ALD), and pre-clean
capabilities. Genus is at the forefront of market and technology developments
in the ALD marketplace, which is gaining acceptance worldwide as a critical
technology for sub 0.13-micron production of computer chips and electronic
storage devices. Genus's customers include semiconductor and thin-film-head
manufacturers located throughout the United States, Europe and the Pacific Rim
including Korea, Japan and Taiwan. Founded in 1981, the company is
headquartered in Sunnyvale, California.

  For additional information visit Genus's web site at http://www.genus.com/.

  Forward Looking Information


This document may contain forward-looking statements about the financial
conditions, results of operations and earnings outlook of AIXTRON and Genus
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.  Words such as "expects," "anticipates,"
"intends," "plans," "believes," and "estimates," and variations of these words
and similar expressions, identify these forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein.  For
example, if either of the companies do not receive required shareholder
approvals or fail to satisfy other conditions to closing, the transaction will
not be consummated.  In any forward-looking statement in which AIXTRON or Genus
expresses an expectation or belief as to future results, such expectation or
belief is expressed in good faith and believed to have a reasonable basis, but
there can be no assurance that the statement or expectation or belief will
result or be achieved or accomplished.  Actual operating results may differ
materially from such forward-looking statements and are subject to certain
risks, including risks arising from: actual customer orders received by the
companies; the extent to which MOCVD and ALD technology is demanded by the
market place; the actual number of customer orders received by the companies;
the timing of final acceptance of products by customers; the financial climate
and accessibility of financing, general conditions in the thin film equipment
market and in the macro-economy; cancellations, rescheduling or delays in
product shipments; manufacturing capacity constraints; lengthy sales and
qualification cycles; difficulties in the production process; changes in
semiconductor industry growth; increased competition; delays in developing and
commercializing new products; general economic conditions being less favorable
than expected; the risk that the AIXTRON and Genus businesses will not be
integrated successfully; costs related to the proposed merger; failure of the
AIXTRON or Genus shareholders to approve the proposed merger or the failure of
other conditions to the proposed merger to be satisfied; and other factors,
including those set forth in Genus's filings with the U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for its most
recent fiscal year and its most recent Quarterly Report on Form 10-Q,
particularly in the "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections, and its Current
Reports on Form 8-K. The forward-looking statements contained in this news
release are made as of the date hereof and AIXTRON and Genus do not assume any
obligation to (and expressly disclaim any such obligation to) update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.  Any reference to the Internet website of AIXTRON
or Genus is not an incorporation by reference of such information in this press
release, and you should not interpret such a reference as an incorporation by
reference of such information.

Additional Information about this Transaction

AIXTRON plans to file a registration statement on Form F-4 with the U.S.
Securities and Exchange Commission, or SEC, which will include a prospectus of
AIXTRON and a proxy statement of Genus.  Investors and security holders are
urged to read the proxy statement/prospectus regarding the business combination
transaction referenced in the foregoing information, when it becomes available,
because it will contain important information.  The proxy statement/prospectus
will be filed with the SEC by AIXTRON.  Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when it becomes
available) and other documents filed by AIXTRON and Genus with the SEC at the
SEC's website at http://www.sec.gov/.  The proxy statement/prospectus (when it
is available) and these other documents may also be obtained for free from
AIXTRON or Genus by directing a request to AIXTRON Investor Relations at
Kackertstr. 15-17, 52072 Aachen, [phone] or Genus Investor Relations
at 1139 Karlstad Drive, Sunnyvale, California 94089, telephone [phone].

Participants in this Transaction

AIXTRON and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Genus in
connection with the merger.  Information regarding the special interests of
these directors and executive officers in the merger will be included in the
proxy statement/prospectus of AIXTRON and Genus described above.

Genus and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Genus in connection
with the merger.  Information regarding the special interests of these
directors and executive officers in the merger transaction described herein
will be included in the proxy statement/prospectus of AIXTRON and Genus
described above.  Additional information regarding these directors and
executive officers is also included in Genus's proxy statement for its 2004
Annual Meeting of Shareholders, which was filed with the U.S. Securities and
Exchange Commission on or about April 28, 2004.  This document is available
free of charge at the U.S. Securities and Exchange Commission's web site at
http://www.sec.gov/ and from Genus by contacting Genus Investor Relations at
1139 Karlstad Drive, Sunnyvale, California 94089, telephone [phone]. 

DATASOURCE: Genus, Inc.



CONTACT:  Klaas Wisniewski of AIXTRON, [phone]; or

Shum Mukherjee of Genus, [phone]



Web site:  http://www.aixtron.com/

Web site:  http://www.genus.com/

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