Ad-hoc | 2 July 2004 05:55

AIXTRON and Genus to Merge in Stock-for-Stock Transaction

Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Aachen, Germany / Sunnyvale, California, USA, 02 July 2004 – AIXTRON AG, Aachen, and Genus, Inc., Sunnyvale, California, both specialized equipment suppliers for the semiconductor industry, announced today that they are planning to merge. AIXTRON plans to acquire all outstanding Genus shares in a stock-for-stock transaction. Genus shareholders will receive 0.51 American Depository Receipts (ADRs) of AIXTRON in exchange for each Genus common share. Each AIXTRON ADR will represent one AIXTRON ordinary share. AIXTRON will seek to have the ADRs quoted on NASDAQ, which quotation is expected to become effective at the closing of the transaction. At Thursday’s close of AIXTRON’s shares at EURO 5.82 this values each Genus share at $3.61, with an estimated total transaction value of EURO 117.7 million ($143.2 million) based on the current issued shares of Genus. Following the completion of the transaction Genus will become a wholly-owned subsidiary of AIXTRON. AIXTRON’s shareholders will then hold approximately 74 percent and Genus’ shareholders approximately 26 percent of AIXTRON. The two companies reported total 2003 revenues of approximately EURO 142 million ($160 million), a combined gross profit of approximately EURO 32 million ($36 million) and cash and cash equivalents of approximately EURO 78 million ($99 million). The transaction has been approved by the Management Board and the Supervisory Board of AIXTRON and the Board of Directors of Genus. Subject to approval by the shareholders of Genus and AIXTRON, to any necessary regulatory clearance in the US and to other customary closing conditions, the transaction is expected to close by year end. Q2 Business Update / 2004 Outlook Having completed its second quarter June 30, 2004, AIXTRON management is issuing preliminary results for this quarter. Q2 equipment order intake figures are EUR36 million, year-to-date equipment order intake is EURO 66 million and the equipment order backlog is EUR74 million as at June 30. Preliminary total Q2 revenues are EURO 34 million giving preliminary total YTD revenues of EURO 59 million. The release of final Q2 results for AIXTRON will be as planned on August 5. Due to the positive business development in the second quarter, the forecast of total revenues for 2004 will be increased to a range of EURO 130 to EURO 140 million (previous guidance EURO 121 million), with net profit in the range of EURO 2 to EURO 5 million (before transaction related expenses). Previously the management predicted to break-even. Further Information: AIXTRON: Klaas Wisniewski Tel: +49 (0) 241 890 03 05 Genus: Shum Mukherjee Tel: +1 650 796 7315 end of ad-hoc-announcement (c)DGAP 02.07.2004 ——————————————————————————– WKN: 506620; ISIN: DE0005066203; Index: TecDAX, NEMAX 50 Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 020555 Jul 04