Nanometrics to Acquire Accent Optical

MILPITAS, Calif. & BEND, Ore., Feb. 9, 2006 -- Nanometrics Inc., a supplier of advanced integrated and standalone metrology equipment to the semiconductor industry, is acquiring Accent Optical Technologies Inc., a Bend, Ore., supplier of process control and metrology systems to the global semiconductor manufacturing industry. Nanometrics said the merger will create one of the largest metrology and process control companies in the industry.
Under the terms of a definitive agreement the companies signed last week, Nanometrics will issue approximately 5.0 million shares of its common stock for all outstanding Accent capital stock and rights to acquire Accent capital stock. Nanometrics will also assume approximately $10.6 million in net debt obligations of Accent. Based on the closing price of Nanometrics common stock on January 25, 2006, the transaction values Accent at $80.9 million. Nanometrics stockholders will own approximately 73 percent and Accent stockholders will own approximately 27 percent of the combined company on a fully diluted basis. The shares of Nanometrics common stock to be received by Accent stockholders are expected to qualify as a tax-free exchange for US federal income tax purposes.
John D. Heaton will maintain his role as president and CEO of the combined company, which will continue to be known as Nanometrics. Bruce C. Rhine, currently chairman and CEO of Accent, will become chief strategy officer of Nanometrics. Douglas J. McCutcheon will be chief financial officer of the combined company, will be based at Nanometrics' headquarters in Milpitas.
Heaton said the acquisition of Accent will expand Nanometrics' market position in each of its primary stand-alone metrology segments. "Accent is particularly strong in overlay metrology, a market we are just beginning to penetrate. Accent's technology will also strengthen our position in optical CD and nonmetal thin film metrology," he said.
Completion of the transaction, expected in the first half of 2006, is subject to regulatory and shareholder approvals and other customary closing conditions
For more information, visit: www.nanometrics.com