Axcelis and Veeco merge in all-stock deal; 0.3575x, EV ~$4.4B, rev $1.7B

AXCELIS TECHNOLOGIES INC

All-stock merger: Veeco shareholders receive 0.3575 Axcelis shares per VECO share; Axcelis stockholders own ~58.4% of combined company.
Combined enterprise value approx. $4.4B; pro-forma FY2024 revenue $1.7B, non-GAAP gross margin 44%.
Transaction expected to close in 2026; expected to be accretive to non-GAAP EPS within first year post-close.
Combined company to have 11 directors; William J. Miller (Veeco CEO) to chair Technology Committee; HQ in Beverly, MA.
Termination fees: $108.7M if Axcelis triggers recommendation change; $77.5M for Veeco; $15M fixed expense reimbursement.

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