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Brooks Automation and Helix Technology Agree to Merge
Strategic Business Combination Creates a Leading Provider of Integrated
Subsystem Solutions to the Semiconductor Capital Equipment Industry
CHELMSFORD and MANSFIELD, Mass., July 11 /PRNewswire-FirstCall/ -- Brooks
Automation, Inc. ("Brooks") (NASDAQ:BRKS), a leading provider of hardware and
software automation solutions to the global semiconductor industry, and Helix
Technology Corporation ("Helix") (NASDAQ:HELX), a global leader in the
development and application of innovative solutions in the field of vacuum
technology, today announced that they have signed a definitive agreement under
which Brooks will acquire Helix. The strategic business combination of Brooks
and Helix will create a leading provider of integrated subsystem solutions to
the semiconductor capital equipment industry, with trailing annual revenues
totaling more than $720 million.
Under the terms of the definitive agreement, which was unanimously approved by
the boards of directors of both companies, Helix stockholders will receive 1.11
shares of Brooks common stock for each share of Helix common stock. Based on
the closing price of Brooks common stock on July 8, 2005, the transaction
values Helix at $454 million. Brooks stockholders will own 61% and Helix
stockholders will own 39% of the combined company on a fully diluted basis.
The transaction is expected to be significantly accretive to Brooks' earnings
within the first year and to be tax-free to the stockholders of both companies
for U.S. federal income tax purposes.
Edward C. Grady, president and chief executive officer of Brooks, will be
president and chief executive officer of the combined company, which will be
known as Brooks Automation. The combined enterprise will have an Office of the
President, which will include James Gentilcore, currently Helix president and
chief executive officer, as president and chief operating officer of a newly
created Semiconductor Products Group; and Joseph M. Bellini, currently
executive vice president and general manager of the Brooks Software Division,
as president and chief operating officer of a newly created Enterprise Software
Group. The combined company's board of directors will be composed of 10
members, including the 7 current members of the Brooks board and 3 additional
members from Helix's current board. In addition, one non-voting emeritus
director will be selected by Helix. The combined company will be headquartered
in Chelmsford, Massachusetts.
"We expect this transaction to be significantly accretive to Brooks' earnings
in our fiscal year 2006," said Edward C. Grady, president and chief executive
officer of Brooks Automation. "In addition, we believe we will be able to
capture significant operating efficiencies that will position us to accelerate
earnings growth and enhance our financial performance throughout business
cycles, and thereby benefit all the stakeholders of the combined enterprise.
Moreover, by combining the strong, market-leading products of Brooks and Helix,
particularly in the vacuum products segment, we believe we will be
significantly better positioned to deliver increased value as a major systems
supplier to our customers while continuing to build value for our stockholders
and employees."
Mr. Grady continued: "As semiconductor capital equipment manufacturers
increasingly outsource their systems, we have strengthened our leadership
position in what we believe is the fastest-growing segment within tool
automation, the vacuum modules and systems business. In addition, the strong
global service and support capabilities of the Helix organization will
substantially increase Brooks' abilities in that area."
James Gentilcore, president and chief executive officer of Helix Technology,
said: "The complementary skills, technologies and product offerings of Brooks
and Helix will create a strong platform for delivering unique, integrated
vacuum systems to both existing and new customers. Helix's world-class process
vacuum technology, thermal management offerings and global services complement
Brooks' vacuum tool automation modules and systems, enabling the combined
enterprise to enhance its customer value proposition and more effectively
pursue attractive growth opportunities. As the industry continues to move
towards consolidation, it is more critical than ever to have the size and scale
required to compete successfully for continued market leadership. We believe
this important and exciting transaction is a unique opportunity to create
significant value for the stockholders, customers and employees of the combined
enterprise."
Completion of the transaction is subject to the applicable Hart-Scott-Rodino
waiting period, stockholder approval of each company, and other customary
closing conditions, and is expected to occur in the fourth calendar quarter of
2005.
Credit Suisse First Boston LLC acted as financial advisor and Ropes & Gray LLP
acted as legal advisor to Brooks. Needham and Company, LLC rendered a fairness
opinion to Brooks. Morgan Stanley & Co. Incorporated acted as financial
advisor and Palmer & Dodge LLP acted as legal advisor to Helix.
Conference Call and Webcast
Brooks and Helix will host a joint conference call on July 11, 2005, at 9:00
a.m. Eastern (6:00 a.m. Pacific), at which Messrs. Grady and Gentilcore and
other senior executives will discuss the transaction and answer questions from
analysts, investors and other interested parties.
Conference Call Date: July 11, 2005
Time: 9:00 a.m. Eastern (6:00 a.m. Pacific)
Dial in #: (719) 457-2654
Passcode: 9246842
A live Webcast of this conference call will be available in the investor
relations section of the Brooks Web site, http://www.brooks.com/, and Helix Web
site, http://www.helixtechnology.com/, under the title "Brooks and Helix
Transaction Announcement Webcast."
An archive of this Webcast will be made available following the conference
call, and can be accessed for at least the next twelve months on the section
for Webcasts at http://www.brooks.com/ and http://www.helixtechnology.com/
under the title "Brooks and Helix Transaction Announcement Webcast." A
telephone replay will also be made available following the call at the
following number: (719) 457-0820 beginning at 1:00 p.m. Eastern, Monday, July
11, 2005, and available for 7 days. The passcode for the replay is 9246842.
About Brooks Automation, Inc.
Brooks (NASDAQ:BRKS) is a leading worldwide provider of automation solutions to
the global semiconductor and related industries. The company's factory and
tool automation hardware, software and professional services can manage every
wafer, reticle and data movement in the fab, helping customers improve
throughput and yield while reducing both cost and time to market. Brooks
products and services are used in virtually every fab in the world as well as
by many customers in industries outside of semiconductor manufacturing. For
more information, visit http://www.brooks.com/.
About Helix Technology
Helix Technology Corporation (NASDAQ:HELX) is a global leader in the
development and application of innovative solutions in the field of vacuum
technology. Helix product offerings provide a broad range of components and
subsystems that are key to the manufacture of semiconductors, flat panel
displays and data storage devices. In addition, Helix's highly regarded Global
Support activity provides critical ongoing operational support services to
semiconductor device producers throughout the world. For more information,
visit http://www.helixtechnology.com/.
Important Additional Information to be Filed with the SEC
In connection with the proposed transaction, Brooks plans to file a
Registration Statement on Form S-4 containing a Joint Proxy
Statement/Prospectus with the Securities and Exchange Commission ("SEC").
Security holders of each company and other investors are urged to read the
Registration Statement and any other relevant documents filed with the SEC,
including the Joint Proxy Statement/Prospectus that will be part of the
Registration Statement, when they become available because they will contain
important information about Brooks, Helix, the proposed transaction and related
matters. The final Joint Proxy Statement/Prospectus will be mailed to
stockholders of Brooks and Helix. Security holders and investors of Brooks and
Helix will be able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus, when they become available, as well as other
filings with the SEC that will be incorporated by reference into such
documents, containing information about Brooks and Helix, without charge, at
the SEC's Internet site (http://www.sec.gov/). These documents can also be
obtained, without charge, by directing a request to Brooks Automation, 15
Elizabeth Drive, Chelmsford, MA 01824, Attention: Investor Relations Dept.,
telephone: 978-262-2602, or at ; or to Helix Technology Corporation, Nine
Hampshire Street, Mansfield, MA 02048, Attention: Investor Relations Dept.,
telephone: (508) 337-5111, or at . In addition, investors and security holders
may access copies of the documents filed with the SEC by Brooks or Helix on
their respective Web sites at http://www.brooks.com/ or
http://www.helixtechnology.com/.
Participants in Solicitation
Brooks, Helix and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from Brooks and Helix stockholders in respect of the
proposed transaction. Information regarding Brooks' participants is available
in Brooks' Annual Report on Form 10-K for the year ended September 30, 2004,
and the proxy statement, dated January 10, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Information regarding Helix's
participants is available in Helix's Annual Report on Form 10-K for the year
ended December 31, 2004, and the proxy statement, dated May 2, 2005, for its
2005 annual meeting of stockholders, which are filed with the SEC. Additional
information regarding interests of such participants will be included in the
Registration Statement containing the Joint Proxy Statement/Prospectus to be
filed with the SEC.
Cautionary Statement Concerning Forward-Looking Statements. Statements in this
press release regarding the proposed transaction, and the expected timetable
for completing the transaction, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
include statements concerning the benefits of the proposed transaction, the
combined company's status as a premier provider of integrated subsystems
solutions primarily for the semiconductor capital equipment market; trends in
the semiconductor manufacturing industry, including the trend among
semiconductor capital equipment manufacturers to outsource production of
certain of their systems and growth trends within the market segments in which
the combined company will compete; the strength, profitability and capabilities
of the combined company; the ability of the combined company to achieve
efficiencies, profitability and growth; the capabilities and market acceptance
of the combined company's products going forward; the impact of the acquisition
and merger in mitigating the volatility of financial performance; and the
importance of size and scale as a factor in competing in the market segments in
which the combined company will operate. Such statements are based upon the
current beliefs and expectations of Brooks' and Helix's management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward- looking statements.
There are a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward-looking
statements, including: the ability to obtain governmental approvals of the
transaction on the proposed terms and schedule; the failure of Brooks and Helix
stockholders to approve the transaction; the ability of Brooks to successfully
integrate Helix's operations and employees; the risk that the cost savings and
any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more
difficult to maintain relationships with customers and employees; and
competition and its effect on pricing, spending, third-party relationships and
revenues. Additional factors that may affect future results are contained in
Brooks' and Helix's filings with the SEC, including Brooks' Annual Report on
Form 10-K for the year ended September 30, 2004 and Helix's Annual Report on
Form 10-K for the year ended December 31, 2004, which are available at the
SEC's Internet site (http://www.sec.gov/). The information set forth herein
speaks only as of the date hereof, and Brooks and Helix disclaim any intention
or obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
Contacts:
Mark B. Chung Beverly L. Couturier
Director of Investor Relations Director of Investor Relations
Brooks Automation, Inc. Helix Technology Corporation
Telephone: (978) 262-2459 Telephone: (508) 337-5111
DATASOURCE: Brooks Automation, Inc.
CONTACT: Mark B. Chung, Director of Investor Relations for Brooks
Automation, Inc., +1-978-262-2459, or ;
Beverly L. Couturier, Director of Investor Relations for Helix Technology
Corporation, +1-508-337-5111, or
Web site: http://www.brooks.com/
http://www.helixtechnology.com/