| MATTSON TECHNOLOGY
TO ACQUIRE STEAG ELECTRONIC SYSTEMS' SEMICONDUCTOR DIVISION
AND CFM TECHNOLOGIES
Mattson Achieves Critical Mass and Market Leadership in Multiple
Product Lines
FREMONT, Calif. — June 28, 2000 — Mattson Technology
(Nasdaq: MTSN), a leading supplier of advanced semiconductor
manufacturing process equipment, today announced it has entered
into definitive agreements to combine with STEAG Electronic
Systems AG Semiconductor Equipment Division (excluding STEAG's
optical storage and photomask operations) and CFM Technologies,
Inc. (Nasdaq: CFMT). The transactions are mutually conditioned
on one another, and are anticipated to close simultaneously
in January 2001. The total combined annual revenues of the
three businesses as proposed to be combined on a pro forma
basis for the year ended December 31, 1999 would have been
approximately $282 million; Mattson's fiscal 1999 revenues
were $103 million. On a preliminary basis, the pro forma
estimated revenue of the combined business is projected to
be approximately $497 million for 2000 and $733 million for
2001, the first year of combined operations.
Upon the closing, STEAG Electronic Systems AG will be issued
11,850,000 shares of Mattson common stock, representing approximately
32 percent of the combined company's outstanding shares.
CFM's shareholders will be issued approximately 4,100,000
shares of Mattson Common stock or .5223 shares of Mattson
stock for every one of CFM's shares. CFM will hold approximately
12% of the combined company's outstanding shares. Mattson's
existing stockholders will own the balance or 56 percent
of the combined Company's outstanding shares. As part of
the agreement, Mattson Technology will own all intellectual
property from both businesses. The transactions are subject
to the approval of the shareholders of Mattson and CFM, clearance
under U.S. and German antitrust laws and other customary
conditions.
Commenting on the strategic importance of the transactions,
Brad Mattson, who remains CEO of Mattson Technology, noted, "With
these acquisitions, Mattson Technology immediately becomes
a Top 15 industry equipment supplier in annual sales. Critical
mass is the key issue in the semiconductor equipment industry.
It used to be that the team with the best technology won,
but now you need more. Our customers need to know that we
can support them on a global basis, and we now give them
that confidence with size."
The integration also achieves another of Mattson Technology's
key goals, to capture a leadership position in more than
one product line. According to Dan Hutcheson, president of
VLSI Research, "Mattson Technology is one of the few
semiconductor equipment companies that has developed technology
leadership in more than one product line. The combination
with STEAG, which already has a No.2 position in RTP, adds
to their No. 1 market position in strip. The combination
of CFM and STEAG places the new company into the first tier
of suppliers in the wet technology market. With Mattson Technology's
creative ability to develop products, I'm sure they will
soon offer chipmakers complete cleaning modules."
Mattson Technology plans to combine the various entities
into three product groups: plasma products, thermal products
and wet processing. Each product group will have a division
president reporting to Company headquarters which will remain
in Fremont, Calif. Ludger Viefhues, of STEAG, upon closing
of the deal, will become President and COO of Mattson. Ludger
commented, "As a result of this combination, Mattson
Technology will have significantly greater sales and support
capabilities on a global basis, and looks forward to offering
all products through the combined distribution channels as
soon as possible."
Dr. Jochen Melchior, CEO of STEAG AG (parent company of
STEAG Electronic Systems), and Chairman of the Board of Mattson
Technology, said, "The combination of Mattson Technology,
STEAG and CFM Technologies brings together successful product
lines holding leading positions in their market segments.
STEAG's track record in providing industry with innovative
and advanced processing technology will enhance Mattson Technology's
established product lines and enable the company to deliver
solutions that are hard for the competition to beat. Customers
of all three companies will benefit from the economies of
scale associated with the pooled resources."
Roger Carolin, CEO of CFM, who is designated to become President
of Mattson's Wet Processing Group stated, "This merger
represents a major advance for Mattson especially in the
wet processing market. With this strategic move, Mattson
Technology has combined the technology, engineering, and
market position of STEAG and CFM, and created an organization
that has the immediate capability of becoming a leader in
wet processing. Under the terms of the agreements, all pending
litigation between STEAG and CFM is resolved."
A conference call is scheduled for June 28, 2000, at 9:00
am (Eastern). The number to call is (415) 537 1876. Please
call 15 minutes prior to the scheduled start time. If you
miss the call, you may listen to a replay broadcast on the
Mattson Technology web site at www.mattson.com approximately
one hour after the broadcast.
Mattson plans to file a Registration Statement on Form S-4
in connection with the transactions and both Mattson and
CFM expect to mail a Proxy Statement / Prospectus to their
respective stockholders containing information about the
transactions. Investors are urged to read the Registration
Statement and the Proxy Statements / Prospectuses carefully
when they are available. The Registration Statement and the
Proxy Statements / Prospectuses will contain important information
about Mattson, CFM, the STEAG business being combined with
Mattson and CFM and related matters. Investors and security
holders will be able to obtain free copies of these documents
through the web site maintained by the U.S. Securities and
Exchange Commission ("SEC") at http://www.sec.gov.
Copies of the registration statement and Mattson's proxy
statement / prospectus may be obtained free of charge from
Mattson through the contact listed above.
In addition to the Registration Statement and the Proxy
Statements / Prospectuses, Mattson and CFM file annual, quarterly
and special reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements
and other information filed by Mattson and CFM at the SEC
public reference rooms at 450 Fifth Street, NW, Washington,
D.C. 20549 or at the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on public reference
rooms. Mattson and CFM's filings with the SEC are also available
to the public from commercial document retrieval services
and at the web site maintained by the SEC at http://www.sec.gov.
Mattson and CFM, their respective directors, executive officers
and certain members of management and employees may be soliciting
proxies from Mattson's and CFM's respective shareholders
in favor of the adoption of the definitive agreements. A
description of any interest that Mattson's and CFM's directors
and executive officers have in the transactions will be available
in the respective Proxy Statements / Prospectuses. Mattson's
and CFM's filings with the SEC are also available to the
public from commercial document retrieval services and at
the web site maintained by the SEC at http://www.sec.gov.
This Press Release contains forward-looking statements regarding,
among other matters, industry trends and the Company's future
financial performance. Forward looking statements address
matters which are subject to a number of risks and uncertainties.
In addition to the general risks associated with the development
of complex technology, future results of the Company will
depend on a variety of factors, including the timing of significant
orders, the ability of the Company to bring new systems to
market, the timing of new product releases by the Company's
competitors, slowdowns in the semiconductor industry, and
other competitive factors. Reference is made to the Company's
filings with the Securities and Exchange Commission for further
discussion of risks and uncertainties regarding the Company's
business.
About Mattson Technology
Mattson Technology Inc., is a leading supplier of thermal,
plasma and wet semiconductor processing equipment. The company's
products combine advanced process technology on a high productivity
platform, backed by industry-leading support. Since beginning
operations in 1989, the company's core vision has been to
help bring technology leadership and productivity gains to
semiconductor manufacturers worldwide. Headquartered in Fremont,
Calif., the company maintains sales and support centers throughout
the United States, Europe, Asia/Pacific and Japan. For more
information, please contact Mattson Technology Inc., 2800
Bayview Drive, Fremont, Calif. 94538. Telephone: (800) MATTSON.
Fax: (510) 657-0165. Internet:www.mattson.com
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