Axcelis Technologies Inc美股招股说明书(2025-12-31版)

MERGER & SHARE ISSUANCE PROPOSALS — YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On September30, 2025, Axcelis Technologies, Inc., which is referred to as Axcelis, Veeco InstrumentsInc., which is referred to as Veeco, and Victory Merger Sub, Inc., a wholly owned subsidiary of Axcelis,which is referred to as Merger Sub, entered into an Agreement and Plan of Merger, as it may be amendedfrom time to time, which is referred to as the merger agreement, pursuant to which they agreed to combinetheir respective businesses in a merger of equals. Together, Axcelis and Veeco will be a leadingsemiconductor equipment company serving complementary, diversified and expanding end markets. Thecombined company will have an attractive operating profile, a robust research and development innovationengine and an expanded product portfolio with opportunities for cost and revenue synergies. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Veeco, whichtransaction is referred to as the merger, with Veeco as the surviving corporation. Following the closing ofthe merger, the combined company will have its headquarters in Beverly, Massachusetts. To reflect thetransformational nature of the merger, the combined company will assume a new name, ticker symbol andbrand following the closing of the merger to be mutually agreed by Axcelis and Veeco. Upon successfulcompletion of the merger, each issued and outstanding share of Veeco common stock as of immediatelyprior to the completion of the merger will be converted into and become exchangeable for 0.3575 shares ofAxcelis common stock, which number is referred to as the exchange ratio, and cash in lieu of any fractionalshares of Axcelis common stock any former holder of Veeco common stock would otherwise be entitled toreceive. This exchange ratio is fixed and will not be adjusted for changes in the market price of eitherAxcelis common stock or Veeco common stock between the dates of signing of the merger agreement andcompletion of the merger. Upon completion of the merger, Axcelis stockholders will continue to own their existing Axcelisshares. Based on the fully diluted number of shares of Axcelis common stock and Veeco common stock asof September29, 2025, Axcelis stockholders will own approximately 58.1% and Veeco stockholders willown approximately 41.9% of the issued and outstanding shares of the combined company (based on fullydiluted shares outstanding of the combined company) immediately following the completion of the merger.Axcelis common stock is traded on the Nasdaq Global Select Market, which is referred to as Nasdaq, underthe symbol “ACLS.” Veeco common stock is traded on Nasdaq under the symbol “VECO.” The commonstock of the combined company is expected to be listed on Nasdaq under a ticker symbol to be mutuallyagreed by Axcelis and Veeco. Axcelis and Veeco will each hold special meetings of their respective stockholders in connection withthe proposed merger, which are referred to as the Axcelis special meeting and the Veeco special meeting,respectively. At the Axcelis special meeting, Axcelis stockholders will be asked to consider and vote on (1)theproposal to approve the issuance of shares of Axcelis common stock to Veeco equityholders pursuant to themerger agreement, which proposal is referred to as the Axcelis share issuance proposal, and (2)the proposalto adjourn the Axcelis special meeting to solicit additional proxies if there are not sufficient votes toapprove the Axcelis share issuance proposal or to ensure that any supplement or amendment to theaccompanying joint proxy statement/prospectus is timely provided to Axcelis stockholders. The board ofdirectors of Axcelis unanimously (except for one independent director, who serves on both the Axcelisboard of directors and the Veeco board of directors, who recused himself) recommends that Axcelisstockholders vote “FOR” each of the proposals to be considered at the Axcelis special meeting. At the Veeco special meeting, Veeco stockholders will be asked to consider and vote on (1)theproposal to adopt the merger agreement, which is referred to as the Veeco merger agreement proposal,(2)the proposal to approve, on a non-binding, advisory basis, the compensation that will be paid to Veeco’snamed executive officers that is based on or otherwise relates to the transactions contemplated by themerger agreement and (3)the proposal to adjourn the Veeco special meeting to solicit additional proxies ifthere are not sufficient votes to approve the Veeco merger agreement proposal or to ensure that any supplement or amendment tothe accompanying joint proxy statement/prospectus is timely provided to Veeco stockholders. The board ofdirectors of Veeco unanimously (except for one independent director, who serves on both the Axcelis boardof directors and the Veeco board of directors, who recused himself) recommends that Veeco stockholdersvote “FOR” each of the proposals to be considered at the Veeco specia