Filed by Brooks Automation, Inc.
Pursuant to Rule 425 under the Securities Act of
1933, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934.
Subject Company: PRI Automation, Inc.
Commission File Number: 0-24934
This filing relates to a planned merger between Brooks Automation, Inc.
("Brooks" or "Brooks Automation") and PRI Automation, Inc. ("PRI" or "PRI
Automation") and Pontiac Acquisition Corp., pursuant to an Agreement and Plan of
Merger, dated as of October 23, 2001 (the "Merger Agreement"). The Merger
Agreement is on file with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K, filed by Brooks Automation, Inc. on October
26, 2001, and is incorporated by reference into this filing.
Pursuant to Rule 165 under the Securities Act of 1933 and Rule 14a-12 under the
Securities Exchange Act of 1934, the following communication regarding the
proposed transaction between Brooks Automation, Inc. and PRI Automation, Inc. is
filed:
PRESS RELEASE REGARDING THE MERGER
OF BROOKS AUTOMATION, INC. AND PRI AUTOMATION, INC.
This filing is made to publish a press release issued on December 14, 2001.
SAFE HARBOR STATEMENT
The following discussion contains forward-looking statements related to the
anticipated benefits, operational efficiencies and future financial results of
the merger of Brooks Automation and PRI Automation. Brooks Automation and PRI
Automation cannot guarantee that the merger will be completed due to the risks
and uncertainties relating to their ability to secure necessary regulatory and
shareholder review and approval and to satisfy the other conditions to the
closing of the merger. Even if the merger is completed, the forward-looking
statements involve additional known and unknown risks and uncertainties
including, without limitation, risks relating to the ability of the companies to
integrate in a cost effective, timely manner without material loss of employees
or customers, the companies' dependence on the cyclical semiconductor industry,
the companies' dependence on relatively few customers for a significant portion
of its revenues, the companies' reliance on sales to OEM customers and the
lengthy sales cycles of those customers, the companies' ability to continue to
successfully develop and market new products and product enhancements on a
timely basis, the highly competitive nature and rapid technological change that
characterize the industries in which the companies compete, the risk of
securities class action litigation against PRI Automation being settled on an
unfavorable basis to the combined company, and other risks and uncertainties
described in the companies' reports and registration statements filed with the
Securities and Exchange Commission. As a result, there can be no assurance that
the combined or individual companies' future performance will not be materially
different than projected. The companies also operate in an industry sector where
securities' values are highly volatile and may be influenced by economic and
other factors beyond the companies' control. The forward-looking statements
contained herein speak only of the companies' expectations as of the date of
this filing. The companies expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any such statement to reflect any
change in the companies' expectations or any change in events, conditions or
circumstances on which any such statement is based.
RULE 425 STATEMENT
Brooks will file a Registration Statement on SEC Form S-4 and Brooks and PRI
will file a Joint Proxy Statement/Prospectus with the SEC in connection with the
merger, and Brooks and PRI will mail a Joint Proxy Statement/Prospectus to the
stockholders of Brooks and PRI containing information about the merger.
Investors and security holders are urged to read the Registration Statement and
the Joint Proxy Statement/Prospectus carefully when they become available. The
Registration Statement and the Joint
Proxy Statement/Prospectus will contain important information about Brooks, PRI,
the merger, the persons soliciting the proxies relating to the merger, their
interests in the transaction and related matters. Investors and security holders
will be able to obtain free copies of these documents through the website
maintained by the SEC at http://www.sec.gov. Free copies of these documents may
also be obtained by contacting each of the companies' Investor Relations
Departments as follows:
FOR BROOKS AUTOMATION: FOR PRI AUTOMATION:
Mark Chung Michelle Goodall Faulkner
Director of Investor Relations Director of Corporate Communications
978-262-2459 978-670-4270 ext. 3161
mark.chung@brooks.com mfaulkner@pria.com
------------------------------- -------------------------------------
ADDITIONAL INFORMATION
Brooks and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Brooks with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Brooks' proxy statement for
its 2001 Annual Meeting of Stockholders filed with the SEC on January 24, 2001.
This document is available free of charge at the SEC's website indicated above
and from Brooks by contacting its Investor Relations Department as indicated
above.
PRI and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from shareholders of PRI with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in PRI's proxy statement for
its 2001 Annual Meeting of Shareholders filed with the SEC on February 20, 2001.
This document is available free of charge at the SEC's website indicated above
and from PRI by contacting its Investor Relations Department as indicated above.
In addition to the foregoing, additional information filed by either
company is available at the SEC's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
[BROOKS AUTOMATION LOGO] 15 Elizabeth Drive
Chelmsford, MA 01824
Telephone: 978-262-2400
Fax: 978-262-2500
--------------------------------------------------------------------------------
BROOKS PENDING MERGER WITH PRI SUBJECT TO REQUEST FOR ADDITIONAL INFORMATION
UNDER U.S. ANTITRUST LAWS; ANTICIPATED CLOSE DATE REMAINS MARCH, 2002
Chelmsford and Billerica, Massachusetts, Dec. 14, 2001 - Brooks Automation, Inc.
(Nasdaq:BRKS) and PRI Automation, Inc. (Nasdaq:PRIA) jointly announced today
that they have received a request for additional information (commonly known as
a "second request") pertaining to the pending acquisition of PRI by Brooks. The
request was received from the Antitrust Division of the Department of Justice
("DOJ"), the U.S. governmental entity responsible for antitrust review of the
acquisition.
The waiting period applicable to the pending acquisition under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act will expire 30 days after
substantial compliance with the request for additional information, unless
terminated earlier by the DOJ. The companies intend to respond diligently and as
quickly as possible to the second request. However, the companies cannot
estimate how long it will take to achieve substantial compliance with the second
request. Subject to completion of the Hart-Scott-Rodino process, and
satisfaction of other customary closing conditions contained in the definitive
merger agreement, including Brooks and PRI stockholder approval, the companies
anticipate the acquisition will close in the first quarter of 2002, as announced
previously.
BROOKS AND PRI MERGER
On October 24, 2001, the companies jointly announced a definitive agreement
under which Brooks would acquire PRI. Under the terms of the agreement, which
was unanimously approved by the boards of directors of both companies, PRI
shareholders will receive 0.52 shares of Brooks stock for each PRI share held,
representing a value of approximately $380 million, net of cash. Following
completion of the transaction, the combined company will be 61% owned by Brooks
shareholders and 39% owned by PRI shareholders. The transaction is expected to
be accretive to Brooks' earnings in fiscal 2003, the first full fiscal year
following completion, reflecting expected operational synergies of more than $20
million.
Additional information regarding the terms of the acquisition will be contained
in a registration statement on Form S-4, which Brooks will file with the
Securities and Exchange Commission.
INTELLIGENCE IN AUTOMATION(TM)
ABOUT BROOKS AUTOMATION, INC.
Brooks Automation, Inc. is the leading global supplier of integrated automation
solutions for the semiconductor, data storage and flat panel display
manufacturing industries. As an established market leader in hardware and
software automation, Brooks continues to pioneer "Best-in-Class" technologies
that outperform their competitors, from vacuum and atmospheric robots, cluster
tool platforms and modules, ultra-clean mini-environments for isolating
processing equipment and wafers, to factory and tool automation software and
integration services. Both OEM and fab customers leverage Brooks Automation's
products and environments. The Company has ISO 9001 certification, is
headquartered in Chelmsford, MA and has direct operations in the United States,
Canada, Europe, Japan, Korea, Malaysia, Singapore, Taiwan and China. Brooks'
web-site is www.brooks.com.
ABOUT PRI AUTOMATION
PRI Automation, Inc., headquartered in Billerica, Massachusetts, is a leading
global supplier of advanced factory automation systems, software, and services
that optimize the productivity of semiconductor and precision electronics
manufacturers, as well as OEM process tool manufacturers. PRI is the only
company to provide a tightly integrated and flexible hardware and software
solution that optimizes the flow of products, data, materials and resources
throughout the production chain. The company has thousands of systems installed
at approximately one hundred locations throughout the world. For more
information visit PRI online at www.pria.com.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
The foregoing discussion contains forward-looking statements related to the
anticipated benefits, operational efficiencies and future financial results of
the merger of Brooks Automation and PRI Automation. Brooks Automation and PRI
Automation cannot guarantee that the merger will be completed due to the risks
and uncertainties relating to their ability to secure necessary regulatory and
shareholder review and approval and to satisfy the other conditions to the
closing of the merger. Even if the merger is completed, the forward-looking
statements involve additional known and unknown risks and uncertainties
including, without limitation, risks relating to the ability of the companies to
integrate in a cost effective, timely manner without material loss of employees
or customers, the companies' dependence on the cyclical semiconductor industry,
the companies' dependence on relatively few customers for a significant portion
of its revenues, the companies' reliance on sales to OEM customers and the
lengthy sales cycles of those customers, the companies' ability to continue to
successfully develop and market new products and product enhancements on a
timely basis, the highly competitive nature and rapid technological change that
characterize the industries in which the companies compete, the risk of
securities class action litigation against PRI Automation being settled on an
unfavorable basis to the combined company, and other risks and uncertainties
described in the companies' reports and registration statements filed with the
Securities and Exchange Commission. As a result, there can be no assurance that
the combined or individual companies' future performance will not be materially
different than projected. The companies also operate in an industry sector where
securities' values are highly volatile and may be influenced by economic and
other factors beyond the companies'
INTELLIGENCE IN AUTOMATION(TM)
control. The forward-looking statements contained herein speak only of the
companies' expectations as of the date of this press release. The companies
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any such statement to reflect any change in the companies'
expectations or any change in events, conditions or circumstances on which any
such statement is based.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the transaction described in these materials,
when it becomes available, because it will contain important information.
Security holders may obtain a free copy of the joint proxy statement/prospectus,
when it becomes available, and other related documents filed by Brooks and PRI
at the SEC's Web site at www.sec.gov or at the SEC's public reference room
located at 450 Fifth Street, NW, Washington, DC 20549 or at one of the SEC's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. When available, the joint proxy statement/prospectus and the other
documents may also be obtained by contacting either company. Brooks, PRI and
their respective officers and directors may be deemed participants in the
solicitation of proxies from their respective stockholders with respect to the
transaction contemplated by the merger agreement. The joint proxy statement/
prospectus will contain important information about the persons soliciting the
proxies relating to the merger and their interests in the transactions.
Additional information regarding PRI's directors and officers is also included
in PRI's definitive proxy statement dated February 20, 2001, available free of
charge from PRI and the SEC. Additional information regarding Brooks' directors
and officers is also included in Brooks' definitive proxy statement dated
January 24, 2001, available free of charge from Brooks and the SEC.
CONTACT: Brooks Automation, Inc.
Mark Chung
Director of Investor Relations
Telephone: (978) 262-2459
Fax: (978) 262-2606
mark.chung@brooks.com
PRI Automation
Michelle Goodall Faulkner
Director of Corporate Communications
978-670-4270 ext. 3161
mfaulkner@pria.com
-end-
INTELLIGENCE IN AUTOMATION(TM)