Filed by Veeco Instruments Inc.
Filed pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended, and deemed filed pursuant to
Rule 14a-12 promulgated under the Securities Exchange Act of
1934, as amended.
Subject Company: Veeco Instruments Inc.
Commission File No.: 0-016244
On December 3, 2002, Veeco Instruments Inc. and FEI Company
jointly presented the following material.
CSFB TECHNOLOGY CONFERENCE
DECEMBER 3, 2002
Jack Rein
EVP, CFO Veeco Instruments
Jay Lindquist
SVP Corporate Marketing, FEI Company
STRATEGICALLY COMPELLING VALUE
$680 M Revenue* Critical Mass &
Accelerated Growth
Expanded Leadership in 3D Metrology Opportunities
and Nanotechnology
Complementary Products and Strong =
Technology Portfolio
Strong Global Channels for
24x7 Coverage
Strong Management Team
*Trailing 12 months
MOVING TOWARD TOP TIER
OF SEMICONDUCTOR EQUIPMENT SUPPLIERS
Veeco FEI to become 6th largest in peer group
and #1 in 3D metrology, AFM, FIB, TEM, SEM combinations
AMAT $5,060
KLAC $1,510
TER $1,110
NVLS $ 822
LRCX $ 801
VECO $ 681
KLIC $ 465
DPMI $ 349
VSEA $ 335
BRKS $ 263
ZIGO $ 84
ADEX $ 71
UTEK $ 69
RTEC $ 51
TWAV $ 50
NANO $ 33
Source: Yahoo! Finance 11.15.02
VEECO FEI OFFERS DISTINCT 3D METROLOGY
PRODUCTS
FIB, (BURIED
2001 WAFER DEFECT 3D AFM FILM TEM, LAYER
REVENUE* INSPECTION ANALYSIS CD-SEM METROLOGY THICKNESS SEM ANALYSIS)
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KLA-TENCOR $1.419B X X X X
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APPLIED MATERIALS $378.4M X X X
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VEECO FEI $241.1M X X X X
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THERMA-WAVE $ 97.9M X
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RUDOLPH $ 75.9M X
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ADE $ 68.9M X
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NANOMETRICS $ 39.2M X
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*U.S. company revenues in Semiconductor Equipment
Source: VSLI
Veeco FEI becomes the leader in high growth, high margin 3D Metrology
WER OF COMBINED PRODUCT PORTFOLIOS
Scientific Research 43% - Broader penetration of core
Semiconductor 32% customers
Data Storage 17%
Telecom/Wireless 8% - Balanced market segments
Based on Veeco and FEI Sales in - Market diversification helps
First 9 months 2002 (approximation) offset industry cyclicality
- Greater contribution from higher
margin metrology markets
ENABLING NANOTECHNOLOGY
Surface Metrology
Sub-Surface Metrology Faster Time to
Defect Analysis = Market Advanced
Nanoscale Process Equipment Devices
Advanced Mask Solutions
Veeco Products
FEI Products
Veeco & FEI Products
Veeco Products
FEI Products
Veeco & FEI Products
Veeco Products
FEI Products
MERGER INTEGRATION PLANNING
- Veeco and FEI continue to work with the Department of Justice and the
SEC to gain regulatory approvals of the merger. At this time it is not
possible to predict the timing of gaining such approvals or the other
actions necessary to complete the merger.
- Integration Planning:
- Combined expertise of seasoned management
- Best practices applied to new organization
- Joint integration teams making progress in
operational areas
- Employees of both companies are being
kept apprised of integration efforts through
joint newsletter FUSION
VEECO AND FEI: COMBINED STRENGTH IN DIFFICULT MARKET ENVIRONMENT
- Each company taking actions to maximize profitability throughout
industry-wide downturn
- Breadth of complementary products
- Veeco FEI will have sizeable growth opportunities in semiconductor,
scientific research and added strength in data storage
- Combined cash position of greater than $450m
SAFE HARBOR STATEMENT
This presentation contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements, which include statements about prospects for future growth,
market acceptance of each company's technology, the consummation and
success of the pending merger, and other statements relating to future
plans, actions, events or results, are subject to risks and uncertainties.
Factors that could materially affect these forward looking statements
include, but are not limited to, the companies' ability to successfully
consummate the merger, difficulties in integrating the two companies,
difficulties in retaining employees, customers and suppliers in connection
with the merger, regulatory actions in connection with the merger, the
accounting treatment of the merger and other general risks of mergers and
acquisitions that would cause the companies not to realize the anticipated
benefits of the merger, lower than expected customer orders, cancellation
of customer orders, increased competition and new product offerings from
competitors, failure to introduce products as planned, failure of products
and technologies to find acceptance with customers, fluctuations in
interest and exchange rates (including changes in relevant foreign currency
exchange rates between time of sale and time of payment), changes in trade
policies and tariff regulations, downturns in the electronics or
semiconductor industries and general economic conditions. Factors that
could delay or terminate the pending merger of FEI and Veeco include, but
are not limited to, the timing and results of the antitrust and other
regulatory review processes, the timing and results of the shareholder
meetings to approve the merger and other matters affecting the closing
conditions to the merger. There can be no assurance that the necessary
shareholder approvals will be obtained, that the antitrust and other
regulatory review processes will be completed successfully, that the other
closing conditions to the merger will be met, or that the merger will be
consummated at all. Please refer to FEI's and Veeco's Form-10K, Form-10Q
and other filings made with the U.S. Securities and Exchange Commission for
additional information on risk factors that could cause actual results to
differ materially from the forward-looking statements
SEC FILINGS
In connection with their proposed merger, FEI Company and Veeco Instruments
have jointly prepared and filed with the U.S. Securities and Exchange Commission
a registration statement on Form S-4 containing a proxy statement/prospectus
relating to the proposed merger. Investors and security holders are urged to
read this document because it contains important information about the proposed
merger. Copies of the document as well as other SEC filings of FEI and Veeco may
be obtained, free of charge, from the SEC's website at www.sec.gov as well as
from the applicable company by directing a request to Investor Relations for FEI
at (503) 640-7500 Ext. 7527 or Investor Relations for Veeco at (516) 677-0200
Ext. 1403.
FEI and its executive officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the Veeco/FEI
transaction. Information regarding such individuals is included in FEI's proxy
statement dated April 16, 2002 relating to its 2002 annual meeting of
shareholders, available free of charge from the SEC and FEI as indicated above.
Veeco and its executive officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the Veeco/FEI
transaction. Information regarding such individuals is included in Veeco's Proxy
Statement dated April 9, 2002 relating to its 2002 annual meeting of
stockholders, available free of charge from the SEC and Veeco as indicated
above.