Filed by Brooks Automation, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
Subject Company: PRI Automation, Inc.
Commission File Number: 0-24934
Pursuant to Rule 165 under the Securities Act of 1933 and Rule 14a-12 under the
Securities Exchange Act of 1934, the following communication regarding the
proposed transaction between Brooks Automation, Inc. and PRI Automation, Inc. is
filed:
FOR IMMEDIATE RELEASE
For further information contact:
FOR BROOKS AUTOMATION: FOR PRI AUTOMATION:
John Biasi Michelle Goodall Faulkner
Vice President of Marketing Director of Corporate Communications
978-262-5799 978-670-4270 ext. 3161
john.biasi@brooks.com mfaulkner@pria.com
BROOKS AND PRI TO MERGE, CREATING SEMICONDUCTOR INDUSTRY'S
LEADING SUPPLIER OF AUTOMATION SYSTEMS, SOFTWARE AND SERVICES
CHELMSFORD and BILLERICA, MA - October 24, 2001 - Brooks Automation Inc.
(Nasdaq: BRKS) and PRI Automation, Inc. (Nasdaq: PRIA, TSE: PRJ) today announced
a definitive agreement under which Brooks will acquire PRI, creating the leading
supplier of semiconductor automation systems, software and services, with pro
forma annual sales for fiscal year 2001 (ended September 30, 2001) of
approximately $700 million. With complementary technologies, products,
distribution channels and customer relationships, the combined enterprise will
be uniquely positioned to offer customers fully integrated, end-to-end solutions
through a single provider, enhancing their ability to bring advanced
semiconductor products to market more quickly and cost-effectively.
Under the terms of the agreement, which was unanimously approved by the boards
of directors of both companies, PRI shareholders will receive 0.52 shares of
Brooks stock for each PRI share held, representing a value of approximately $380
million net of cash. Following completion of the transaction, which is expected
to occur during the first quarter of 2002, the combined company will be 61%
owned by Brooks shareholders and 39% owned by PRI shareholders. The transaction
is expected to be accretive to Brooks' earnings in fiscal 2003, the first full
fiscal year following completion, reflecting expected operational synergies of
more than $20 million.
Robert J. Therrien, President and Chief Executive Office of Brooks Automation,
and Ellen B. Richstone, Brooks Automation's Chief Financial Officer, will hold
the same positions in the combined company, which will be known as Brooks-PRI
Automation, Inc., and headquartered in Chelmsford, Massachusetts. Brooks-PRI's
seven-member board of directors will consist of all five current Brooks
directors and two PRI directors including Mitchell G. Tyson, President and CEO
of PRI.
"Brooks-PRI Automation will be exceptionally well positioned to enhance the
productivity of semiconductor manufacturers as they drive for faster time to
market with next-generation products," said Mr. Therrien. "Our customers will
benefit from doing business with a global company that can provide the hardware,
software and professional services required to manage every wafer move in the
fab. Our industry expertise in terms of products, people and intellectual
property will be unsurpassed, and we will have the strategic, operational and
financial strength required to build long-term value for customers, employees
and shareholders."
"I am tremendously excited about the creation of Brooks-PRI Automation," said
Mr. Tyson. "The semiconductor fab of the future will need to be highly flexible,
efficient and intelligent. It must be fully automated to optimize the flow of
material and information. No company will be better able to capture this market
opportunity, help drive the transition to 300mm, and build shareholder value."
"No semiconductor manufacturer today can hope to succeed without a highly
integrated fab automation solution," said Dan Hutcheson, President of VLSI
Research Inc. "This acquisition brings together two great automation companies
who have longed shared this vision. Now, no other company can deliver on
integrated automation like Brooks-PRI."
Completion of the merger is subject to shareholder and regulatory approval and
customary closing conditions.
Brooks was advised by Credit Suisse First Boston Corporation with regard to the
transaction, and PRI was advised by MorganStanley.
Conference Call Information
A conference call to discuss this announcement is scheduled for today,
Wednesday, October 24, at 8:30 a.m. Eastern time. The dial-in telephone number
is 800-811-7286, password 419676. International callers only should dial
913-981-4902. A replay of the call will be available at 888-203-1112, password
419676, from approximately noon, Eastern time, on Wednesday, October 24 until
8:00 p.m. Eastern time on Tuesday, October 30. International callers can access
the replay at 719-457-0820.
About PRI Automation
PRI Automation, Inc., headquartered in Billerica, Massachusetts, is a leading
global supplier of advanced factory automation systems, software, and services
that optimize the productivity of
semiconductor and precision electronics manufacturers, as well as OEM process
tool manufacturers. PRI is the only company to provide a tightly integrated and
flexible hardware and software solution that optimizes the flow of products,
data, materials and resources throughout the production chain. PRI has thousands
of systems installed at approximately one hundred locations throughout the
world. For more information visit PRI online at www.pria.com.
About Brooks Automation
Brooks Automation is a leading supplier of integrated automation solutions for
the global semiconductor, data storage and flat panel display manufacturing
industries. As an established market leader in hardware and software automation,
Brooks Automation continues to pioneer "best-in-class" technologies that
outperform their competitors from vacuum and atmospheric robots, cluster tool
platforms and modules, ultra-clean mini-environments for isolating processing
equipment and wafers to factory and tool automation software and integration
services. Both OEM and fab customers leverage Brooks Automation's products and
services to optimize total fab performance in dynamic manufacturing
environments. The Company has ISO 9001 certification, is headquartered in
Chelmsford, MA and has direct operations in the United States, Canada, Europe,
Japan, Korea, Taiwan, Singapore and China. Brooks Automation's web site is
www.brooks.com.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
The foregoing discussion contains forward-looking statements related to the
anticipated benefits, operational efficiencies and future financial results of
the merger of Brooks Automation and PRI Automation. Brooks Automation and PRI
Automation cannot guarantee that the merger will be completed due to the risks
and uncertainties relating to their ability to secure necessary regulatory and
shareholder review and approval and to satisfy the other conditions to the
closing of the merger. Even if the merger is completed, the forward-looking
statements involve additional known and unknown risks and uncertainties
including, without limitation, risks relating to the ability of the companies to
integrate in a cost effective, timely manner without material loss of employees
or customers, the companies' dependence on the cyclical semiconductor industry,
the companies' dependence on relatively few customers for a significant portion
of its revenues, the companies' reliance on sales to OEM customers and the
lengthy sales cycles of those customers, the companies' ability to continue to
successfully develop and market new products and product enhancements on a
timely basis, the highly competitive nature and rapid technological change that
characterize the industries in which the companies compete, the risk of recently
initiated securities class action litigation against PRI Automation being
settled on an unfavorable basis to the combined company, and other risks and
uncertainties described in the companies' reports and registration statements
filed with the Securities and Exchange Commission. As a result, there can be no
assurance that the combined or individual companies' future performance will not
be materially different than projected. The companies also operate in an
industry sector where securities' values are highly volatile and may be
influenced by economic and other factors beyond the companies' control. The
forward-looking statements contained herein speak only of the companies'
expectations as of the date of this press release. The companies expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any such statement to reflect any change in the companies'
expectations or any change in events, conditions or circumstances on which any
such statement is based.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the transaction described in these materials,
when it becomes available, because it will contain important information. The
joint proxy statement/prospectus will be filed with the SEC by Brooks and PRI.
Security holders may obtain a free copy of the joint proxy statement/prospectus,
when it becomes available, and other related documents filed by Brooks and PRI
at the SEC's Web site at www.sec.gov or at the SEC's public reference room
located at 450 Fifth Street, NW, Washington, DC 20549 or at one of 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 the public reference
rooms. When available, the proxy statement/prospectus and the other documents
may also be obtained by contacting either company. Brooks, RPI and their
respective executive officers and directors may be deemed participants in the
solicitation of proxies from their respective stockholders with respect to the
transaction contemplated by the merger agreement. The joint proxy
statement/prospectus will contain important information about the persons
soliciting the proxies relating to the merger and their interests in the
transaction.
Additional Information and Where to Find it:
Brooks will file a Registration Statement on SEC Form S-4 and Brooks and PRI
will file a Joint Proxy Statement/Prospectus with the SEC in connection with the
merger, and that Brooks and PRI will mail a Joint Proxy Statement/Prospectus to
the stockholders of Brooks and PRI containing information about the merger.
Investors and security holders are urged to read the Registration Statement and
the Joint Proxy Statement/Prospectus carefully when they become available. The
Registration Statement and the Joint Proxy Statement/Prospectus will contain
important information about Brooks, PRI, the merger, the persons soliciting the
proxies relating to the merger, their interests in the transaction and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at http://www.sec.gov.
Free copies of these documents may also be obtained by contacting each of the
companies' Investor Relations Departments as discussed above.
Brooks and its executive officers and directors may be deemed to be participants
in the solicitation of proxies from the stockholders of Brooks with respect to
the transactions contemplated by the merger agreement. Information regarding
such officers and directors is included in Brooks' definitive proxy statement
for its 2001 Annual Meeting of Stockholders filed with the SEC on January 24,
2001. This document is available free of charge at the SEC's website indicated
above and from Brooks by contacting its Investor Relations Department.
PRI and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from shareholders of PRI with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in PRI's definitive proxy statement for its
2001 Annual Meeting of Shareholders filed with the SEC on February 20, 2001.
This document is available free of charge at the SEC's website indicated above
and from PRI by contacting its Investor Relations Department.
In addition to the foregoing, additional information filed by either company is
available at the SEC's public reference rooms at 450 Fifth Street, N.W.,
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 the public reference rooms.