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Published on 2/25/2008 in the Prospect News Special Situations Daily.

Axcelis Technologies says 'no' to Sumitomo offer

By Lisa Kerner

Charlotte, N.C., Feb. 25 - The board of directors of Axcelis Technologies, Inc. unanimously rejected the unsolicited proposal by Sumitomo Heavy Industries, Ltd. and TPG to acquire the company for $5.20 per share, saying the deal was not in the best interests of Axcelis shareholders.

Sumitomo's "opportunistic" offer failed to recognize the value of Axcelis' roll out of Optima HD, according to a company news release.

"Axcelis' management has been saying for the past two years that Optima HD was poised for significant sales growth, but that simply has not materialized," Sumitomo said in a statement released on Monday.

Axcelis said the proposal also ignores the value Sumitomo would obtain by acquiring full ownership of SEN Corp., its Japanese joint venture with Axcelis.

Axcelis and Sumitomo each own 50% of the shares of SEN, which licenses technology from Axcelis.

Sumitomo has "ambitions for SEN that are not in the best long-term interests of Axcelis and its shareholders," Axcelis claimed in an earlier news release.

"Sumitomo and TPG appear to be timing their unsolicited proposal to reap all of the benefits of the investments Axcelis has made in developing new products over the past several years, leaving Axcelis shareholders with inadequate value in return for that investment," Axcelis lead director Stephen R. Hardis stated in Monday's release.

Sumitomo urged the Axcelis board to reconsider its proposal and offered to negotiate a mutually agreeable transaction, saying it has the support of many Axcelis shareholders.

As previously reported, Axcelis received unsolicited letters on Feb. 4 and Feb. 11 from Sumitomo offering to acquire the company for $5.20 per share.

TPG is a minority partner and financing source for the transaction.

Sumitomo is an integrated manufacturer based in Tokyo.

Based in Beverly, Mass., Axcelis makes semiconductor manufacturing equipment.


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