Brooks Automation and Helix Technology Set Date for Special Meetings of Stockholders to Vote on Merger
23 9월 2005 - 6:48AM
PR Newswire (US)
CHELMSFORD and MANSFIELD, Mass., Sept. 22 /PRNewswire-FirstCall/ --
Brooks Automation, Inc. (NASDAQ:BRKS) and Helix Technology
Corporation (NASDAQ:HELX) today announced that each company will
hold a special meeting of its stockholders on October 26, 2005 to
vote on the proposed merger of Brooks and Helix and other related
proposals. Stockholders of record at the close of business on
September 21, 2005 will be entitled to vote by proxy or in person
at their respective meetings. A joint proxy statement/prospectus
will be mailed to stockholders on or about September 26, 2005. The
Brooks special meeting will be held at 9:00 a.m., local time, on
October 26, 2005 at Brooks' offices located at 15 Elizabeth Drive,
Chelmsford, Massachusetts. The Helix special meeting will be held
at 9:00 a.m., local time, on October 26, 2005 at the offices of
Palmer & Dodge LLP located at 111 Huntington Avenue, Boston,
Massachusetts. Subject to stockholder approval, the merger is
expected to be formally completed shortly following conclusion of
each company's special meeting. About Brooks Automation, Inc.
Brooks is a leading worldwide provider of automation solutions to
the global semiconductor and related industries. The company's
factory and tool automation hardware, software and professional
services can manage every wafer, reticle and data movement in the
fab, helping customers improve throughput and yield while reducing
both cost and time to market. Brooks products and services are used
in virtually every fab in the world as well as by many customers in
industries outside of semiconductor manufacturing. For more
information, visit http://www.brooks.com/. About Helix Technology
Corporation Helix Technology Corporation is a global leader in the
development and application of innovative solutions in the field of
vacuum technology. Helix product offerings provide a broad range of
components and subsystems that are key to the manufacture of
semiconductors, flat panel displays and data storage devices. In
addition, Helix's highly regarded Global Support activity provides
critical ongoing operational support services to semiconductor
device producers throughout the world. For more information, visit
http://www.helixtechnology.com/. Important Additional Information
to be Filed with the SEC In connection with the proposed
transaction, Brooks has filed a Registration Statement on Form S-4
containing a Joint Proxy Statement/Prospectus with the Securities
and Exchange Commission ("SEC"). Security holders of each company
and other investors are urged to read the Registration Statement
and any other relevant documents filed with the SEC, including the
Joint Proxy Statement/Prospectus that is part of the Registration
Statement because they will contain important information about
Brooks, Helix, the proposed transaction and related matters. The
final Joint Proxy Statement/Prospectus will be mailed to
stockholders of Brooks and Helix. Security holders and investors of
Brooks and Helix will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus, as
well as other filings with the SEC that are incorporated by
reference into such documents, containing information about Brooks
and Helix, without charge, at the SEC's Internet site
(http://www.sec.gov/). These documents can also be obtained,
without charge, by directing a request to Brooks Automation, 15
Elizabeth Drive, Chelmsford, MA 01824, Attention: Investor
Relations Dept., telephone: (978) 262-2602, or at ; or to Helix
Technology Corporation, Nine Hampshire Street, Mansfield, MA 02048,
Attention: Investor Relations Dept., telephone: (508) 337-5111, or
at . In addition, investors and security holders may access copies
of the documents filed with the SEC by Brooks or Helix on their
respective Web sites at http://www.brooks.com/ or
http://www.helixtechnology.com/. Participants in Solicitation
Brooks, Helix and their respective directors and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Brooks and Helix
stockholders in respect of the proposed transaction. Information
regarding Brooks' participants is available in Brooks' Annual
Report on Form 10-K for the year ended September 30, 2004, and the
proxy statement, dated January 10, 2005, for its 2005 annual
meeting of stockholders, which are filed with the SEC. Information
regarding Helix's participants is available in Helix's Annual
Report on Form 10-K for the year ended December 31, 2004, and the
proxy statement, dated May 2, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Additional information
regarding interests of such participants will be included in the
Registration Statement containing the Joint Proxy
Statement/Prospectus to be filed with the SEC. Cautionary Statement
Concerning Forward-Looking Statements Statements in this press
release regarding the proposed transaction, and the expected
timetable for completing the transaction, constitute forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These include statements concerning
the benefits of the proposed transaction, the combined company's
status as a premier provider of integrated subsystems solutions
primarily for the semiconductor capital equipment market; trends in
the semiconductor manufacturing industry, including the trend among
semiconductor capital equipment manufacturers to outsource
production of certain of their systems and growth trends within the
market segments in which the combined company will compete; the
strength, profitability and capabilities of the combined company;
the ability of the combined company to achieve efficiencies,
profitability and growth; the capabilities and market acceptance of
the combined company's products going forward; the impact of the
acquisition and merger in mitigating the volatility of financial
performance; and the importance of size and scale as a factor in
competing in the market segments in which the combined company will
operate. Such statements are based upon the current beliefs and
expectations of Brooks' and Helix's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. Any statements
that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to
be forward-looking statements. There are a number of important
factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including: the failure of Brooks and Helix stockholders to approve
the transaction; the ability of Brooks to successfully integrate
Helix's operations and employees; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain
relationships with customers and employees; and competition and its
effect on pricing, spending, third-party relationships and
revenues. Additional factors that may affect future results are
contained in Brooks' and Helix's filings with the SEC, including
Brooks' Annual Report on Form 10-K for the year ended September 30,
2004 and Helix's Annual Report on Form 10-K for the year ended
December 31, 2004, which are available at the SEC's Internet site
(http://www.sec.gov/). The information set forth herein speaks only
as of the date hereof, and Brooks and Helix disclaim any intention
or obligation to update any forward-looking statements as a result
of developments occurring after the date of this press release.
Contacts: Mark B. Chung Director of Investor Relations Brooks
Automation, Inc. Telephone: (978) 262-2459 Beverly L. Couturier
Director of Investor Relations Helix Technology Corporation
Telephone: (508) 337-5111 DATASOURCE: Brooks Automation, Inc.
CONTACT: Mark B. Chung, Director of Investor Relations of Brooks
Automation, Inc., +1-978-262-2459, ; or Beverly L. Couturier,
Director of Investor Relations of Helix Technology Corporation,
+1-508-337-5111, Web site: http://www.brooks.com/
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Helix (NASDAQ:HELX)
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