Additional Information About the Potential Transaction and Where to Find It

In connection with the proposed transaction, Axcelis and Veeco intend to prepare, and Axcelis intends to file with the SEC, a registration statement on Form S-4 that will include a joint proxy statement/prospectus with respect to shares of Axcelis’ common stock to be issued in the transaction (the “joint proxy statement/prospectus”). Each of Axcelis and Veeco may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or any other document that Axcelis or Veeco may file with or furnish to the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Axcelis and Veeco. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the joint proxy statement/prospectus (if and when available) and other documents containing important information about Axcelis, Veeco and the proposed transaction, once such documents are filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis’ website at investor.axcelis.com or by contacting Axcelis’ Investor Relations department by email at investor-relations@axcelis.com. Copies of the documents filed with or furnished to the SEC by Veeco will be available free of charge on Veeco’s website at ir.veeco.com or by contacting Veeco’s Investor Relations department by email at Investorrelations@veeco.com.

Participants in the Solicitation

Axcelis, Veeco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Axcelis, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Axcelis’ proxy statement for its 2025 annual meeting of stockholders, which was filed with or furnished to the SEC on March 31, 2025. Information about the directors and executive officers of Veeco, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Veeco’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 20, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with or furnished to the SEC regarding the proposed transaction. You may obtain free copies of these documents using the sources indicated above.

No Offer or Solicitation

This document is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

Certain statements included in this document, and any related oral statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining to: (i) future industry demand for semiconductors and wafer fabrication equipment; (ii) future development of regulatory landscape; (iii) Axcelis’ or Veeco’s market position for the future; (iv) forecasts of financial measures for future periods; (v) long-term financial targets and underlying assumptions; (vi) the future investment plan for research and development, technology and infrastructure; (vii) future shareholder returns; and (viii) potential synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,” “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could,” “would,” “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

These forward-looking statements are based on current information and assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory and stockholder approvals, satisfying other closing conditions to the proposed transaction, the expected tax treatment of the proposed transaction, the expected timing of the proposed transaction and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. These risks include, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transaction or to complete the proposed transaction on anticipated terms and timing; negative effects of the announcement of the proposed transaction; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed transaction will harm business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties in connection with the proposed transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on Axcelis’, Veeco’s or the combined company’s relationships with suppliers, customers, employees and regulators; and demand for the combined company’s products. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political and social conditions in the countries in which Axcelis and Veeco, their respective customers and suppliers operate; disruption to Axcelis’ and Veeco’s respective manufacturing facilities or other operations, or the operations of Axcelis’ and Veeco’s respective customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; Axcelis’, Veeco’s and the combined company’s ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; Axcelis’, Veeco’s and the combined company’s ability to maintain their respective technology advantage and protect their respective proprietary rights; Axcelis’, Veeco’s and the combined company’s ability to compete with new products introduced by their respective competitors; Axcelis’, Veeco’s and the combined company’s ability or the ability of their respective customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China.

For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this document, please refer to Axcelis’ most recent Annual Report on Form 10-K and Veeco's most recent Annual Report on Form 10-K, and other subsequent filings with the SEC made by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update these forward-looking statements.

Non-GAAP Financial Measures

This communication also includes references to financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures include, but are not limited to, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP income tax provision, Adjusted EBITDA, non-GAAP net income, and non-GAAP diluted earnings per share, and reflect adjustments for the impact of share-based compensation expenses and certain items related to restructuring and severance charges and any associated adjustments. Any non-GAAP financial measures used in this presentation are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation or as an alternative to financial statements prepared in accordance with GAAP and are subject to significant inherent limitations. We believe these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to the combined company's expected financial condition and results of operations. The non-GAAP measures presented herein may not be comparable to similar non-GAAP measures presented by other companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income items are excluded or included in determining these non-GAAP financial measures.

I Understand

Combining to Create a Leading Semiconductor Equipment company

Diversifies Portfolio, Combines Complementary Expertise and Expands Addressable Markets Supported by Secular Tailwinds to Drive Sustainable Long-Term Growth and Value

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Transaction Overview

Axcelis Technologies, Inc. (Nasdaq: ACLS) and Veeco Instruments Inc. (Nasdaq: VECO) announced on October 1, 2025 that they have entered into a definitive agreement to combine in an all-stock merger with an enterprise value of approximately $4.4 billion.1 Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets with an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio.

Combining Capabilities to Create a Compelling Investment Opportunity

2024A revenue
$1.7B
2024A gross margin1
44%
employees2
~2,750
non-GAAP Adj. EBITDA
$394M
combined cash3
~$1B
anticipated run rate cost synergies4
$XXM
$1.7B
revenue2
44%
gross margin2
~$230M
combined R&D spend2
$387M
adjusted EBITDA3
>$900M+
Combined cash4
18%
Combined Revenue CAGR (2019-2024)

1 Based on Axcelis’ and Veeco’s closing share prices as of September 30, 2025, and outstanding debt as of June 30, 2025

2 Based on FY 2024 actual figures

3 Represents non-GAAP figures

4 Cash includes cash, cash equivalents, short-term investments and long-term investments as of June 30, 2025, as reflected in the respective balance sheets of both companies

Highly Complementary Combination with Benefits for all Stakeholders

Strategic and Financial Rationale

  • Increases total addressable market opportunity to more than $5 billion

    • Through this combination, we will address a broader market with greater exposure to secular tailwinds including artificial intelligence and the corresponding demand for power solutions.

  • Combines complementary expertise to deliver innovative solutions for customers

    • The combined company will benefit from increased R&D scale leveraging technical capabilities across both organizations to accelerate innovation for customers while unlocking new market opportunities and geographies.

  • Diversifies technology portfolio and market segments to advance customer roadmaps

    • Creates the fourth largest U.S. wafer fabrication equipment supplier by revenue, with meaningful scale and resources with revenue synergy opportunities including cross-selling, platform optimization and the integration of technology expertise.
    • Offers a differentiated and comprehensive product portfolio to customers, spanning ion implantation, laser annealing, ion beam deposition, advanced packaging solutions and MOCVD, supported by robust aftermarket services.

  • Resilient operating profile and strong balance sheet to drive growth and returns

    • Estimated combined pro-forma cash of over $900 million4 upon closing and strong balance sheet is expected to support the organic growth of the combined businesses, and provide a solid foundation to deliver capital returns to shareholders.
    • Axcelis and Veeco anticipate that, following the closing of the transaction, the combined company would execute a share repurchase program.
    • Axcelis and Veeco expect accretion to non-GAAP EPS within the first year post-closing.

Highly Complementary Combination with Benefits for all Stakeholders

Strategic Rationale

  • Increases addressable market opportunity
  • By combining complementary technologies, solutions and offerings, the total addressable market opportunity for the combined company will expand to more than $5 billion, positioned to capitalize on sizable and growing end markets benefiting from significant secular tailwinds.
  • Broadens technology portfolio and market segments to advance customer roadmaps
  • Establishes the fourth largest US wafer fabrication equipment supplier [by revenue], with meaningful scale and resources to compete more effectively in the global semiconductor equipment value chain. There are opportunities for cross-selling, technology optimization and enhanced IBD capabilities as businesses are highly complementary with differentiated product portfolio across ion implantation, laser annealing, ion beam deposition, wet processing, MOCVD and lithography with robust support and aftermarket services for customers across geographies.
  • Combines complementary expertise to deliver innovative solutions for customers
  • The combined company benefits from increased R&D scale leveraging technical competencies across both organizations to accelerate innovation for customers and unlocking new market opportunities, as well as a more robust supply chain enabling accelerated delivery and lead times for customers.

Delivers attractive financial benefits

  • Strong operating profile with robust financial foundation to drive returns
  • Estimated combined pro forma cash of ~$1B upon closing and strong balance sheet to make investments and deliver capital returns to shareholders. The transaction is also expected to be accretive to Axcelis’ Non-GAAP EPS within the first year of close. Veeco’s $230 million in outstanding 2029 convertible bonds to be rolled over to the combined company.
  • All-stock transaction structure enhances value creation potential
  • Strong pro-forma cash provides financial flexibility to support an attractive capital allocation program, that will enable investment through cycles, shareholder returns and consideration of inorganic growth opportunities.

“This combination marks a transformational milestone for both Axcelis and Veeco, establishing anew leader in semiconductor capital equipment with complementary technologies, a diversified portfolio, and an expanded addressable market opportunity. We have long admired Veeco’s history of innovation and its track record of delivering breakthrough products. I had the privilege of previously working at Veeco and I hold deep appreciation for its incredible talent, culture and innovation. Together, we will be well-positioned to serve large and growing end markets poised to benefit from significant secular tailwinds, creating exciting career opportunities and accelerating next-generation innovation for our customers.”

Dr. Russell Low, Axcelis CEO

“This merger capitalizes on the core competencies of both Veeco and Axcelis to address our customers’ critical needs. With increased R&D scale, the combination of these two exceptional businesses will accelerate our ability to solve material challenges, enable advanced chip manufacturing and build an even stronger company that can deliver superior value for all stakeholders.”

Dr. Bill Miller, Veeco CEO

Investor Presentation

Transaction Details

  • All-stock transaction with an enterprise value of ~$4.4 billion.
  • Veeco shareholders will receive 0.3575 Axcelis shares for each share of Veeco they own.
  • At closing, Axcelis shareholders are expected to own approximately 58% and Veeco shareholders are expected to own approximately 42% of the combined company, on a fully diluted basis.

Transaction Timeline

  • Expected to close in the second half of 2026.
  • Subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

Governance, Leadership and Headquarters

  • Russell Low, President and CEO of Axcelis will serve as President and CEO of the combined company.
  • The combined company’s Board of Directors will comprise 11 directors, six of whom are from Axcelis, and four directors from Veeco, including Russell Low and Bill Miller, who will also chair the Board’s Technology Committee.
  • Thomas St. Dennis, who currently serves on the boards of both companies, will serve as Chairperson of the Board for the combined company. Jorge Titinger, current Chairperson of Axcelis, will remain on the Board of the combined company.
  • Following the closing of the transaction, the combined company will have its headquarters in Beverly, Massachusetts.
  • The combined company will assume a new name, ticker symbol and brand following close.
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