SAN JOSE, Calif. August Technology Corp. on Monday (Jan. 31) said that it is still committed to a merger agreement with Nanometrics Inc. and has apparently rejected a hostile bid to be acquired by Rudolph Technologies Inc.
As reported, Nanometrics and August, two manufacturers of semiconductor manufacturing equipment, recently agreed to merge the two companies to create a vendor of a comprehensive range of inspection, measurement and analysis systems (see Jan. 21 story).
Then, metrology-equipment vendor Rudolph last week announced a hostile and unsolicited offer to acquire August for $190 million (see Jan. 27 story).
August (Minneapolis), a supplier of metrology gear, said that its board has reviewed a letter from Rudolph. The August board, however, reaffirmed its commitment to the proposed transaction with Nanometrics (Milpitas, Calif.).
But the August board further concluded that it would investigate the Rudolph proposal in order to fulfill its fiduciary obligations. Therefore, August is requesting that Rudolph enter into a confidentiality agreement that is substantially the same as the one in place between August and Nanometrics.
"August Technology's board of directors has not changed or modified its recommendation with respect to the Nanometrics merger and the Nanometrics merger agreement remains in effect," said Jeff O'Dell, August Technology's chairman and chief executive, in a statement.
"Our company is not for sale," he said. "We have been moving aggressively into front-end applications for more than a year now, and have been executing on a strategy to form an alliance with the right partner offering complementary solutions to leverage our strength in advanced macro inspection. We continue to believe that our proposed strategic merger of equals with Nanometrics represents the best opportunity to significantly increase shareholder value over 2005, 2006 and beyond."