Veeco to merge with Axcelis in stock-for-stock deal; Veeco holders get 0.3575 Axcelis shares

VEECO INSTRUMENTS INC

Exchange ratio 0.3575; Axcelis shareholders to own 58.4%, Veeco 41.6%.
Merger expected to close in 2026; subject to stockholder votes, HSR, Chinese SAMR, and Nasdaq listing.
Post-merger board will have 11 members; Veeco CEO Miller to chair Technology Committee; HQ in Beverly, MA.
Termination fees: Axcelis pays $108.7M, Veeco pays $77.5M under certain termination scenarios.
Fifth Amendment to existing credit agreement updates change-of-control definitions for the merger.

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