Axcelis (ACLS) investor relations material

Deal rationale and strategic fit

• The merger creates a leading semiconductor equipment company with a broader, more diverse product portfolio and expanded global reach, spanning ion implantation, annealing, advanced packaging, and MOCVD.

• The combination expands the total addressable market to over $5 billion, leveraging both companies' strengths in AI, power solutions, and advanced packaging.

• Complementary technologies and geographic footprints enable cross-selling, deeper customer relationships, and enhanced customer support, especially in silicon carbide, GaN, and advanced logic markets.

• The merger is driven by secular tailwinds in AI, electrification, and the need for power efficiency, positioning the combined entity for long-term growth.

• Expanded R&D scale and a combined investment exceeding $230 million will accelerate next-generation product development and innovation.

Financial terms and conditions

• The transaction is an all-stock deal, with Veeco shareholders receiving 0.3575 shares of Axcelis for each Veeco share.

• Post-merger, Axcelis shareholders will own about 58% and Veeco shareholders about 42% of the combined company.

• The combined enterprise value is estimated at $4.4 billion based on recent share prices and outstanding debt.

• Veeco's $230 million in 2029 convertible bonds will be assumed by the combined company.

• Estimated pro forma cash and equivalents will exceed $900 million as of June 30, 2025.

Synergies and expected cost savings

• Annual run-rate cost synergies of $35 million are expected within 24 months post-closing, with most realized in the first 12 months.

• Additional cross-selling and revenue synergies are anticipated through technology integration and platform optimization.

• The merger is expected to be accretive to non-GAAP EPS within the first year post-close.