Axcelis Technologies Files 8-K: Material Agreement

TL;DR

AXCELIS signs material deal, 8-K filed Oct 1, 2025.

AI Summary

On October 1, 2025, Axcelis Technologies, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement were not disclosed in the provided text, but the filing indicates a significant event for the company.

Why It Matters

This filing signals a significant corporate event for Axcelis Technologies, potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the specific nature and impact are not detailed in the provided text.

Key Players & Entities

• Axcelis Technologies, Inc. (company) — Registrant
• October 1, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 34-1818596 (commission_file_number) — SEC File Number
• 34-1818596 (irs_ein) — IRS Employer Identification No.
• 108 Cherry Hill Drive Beverly , Massachusetts 01915 (address) — Principal executive offices
• 978-787-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — , each share of common stock, par value $0.01 per share, of Veeco (" Veeco Common Sto
• $108,700,000 — party is Axcelis, a termination fee of $108,700,000; and (ii) if the non-terminating party
• $77,500,000 — ng party is Veeco, a termination fee of $77,500,000. Each party may also be required to pay
• $15,000,000 — a fixed expense reimbursement amount of $15,000,000. The foregoing summary does not purpor

Filing Documents

• tm2527661d1_8k.htm (8-K) — 65KB
• tm2527661d1_ex2-1.htm (EX-2.1) — 869KB
• tm2527661d1_ex99-1.htm (EX-99.1) — 37KB
• 0001104659-25-095307.txt ( ) — 1312KB
• acls-20251001.xsd (EX-101.SCH) — 3KB
• acls-20251001_lab.xml (EX-101.LAB) — 33KB
• acls-20251001_pre.xml (EX-101.PRE) — 22KB
• tm2527661d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 30, 2025, Axcelis Technologies, Inc., a Delaware corporation (" Axcelis "), Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Axcelis (" Merger Sub "), and Veeco Instruments Inc., a Delaware corporation (" Veeco "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Veeco (the " Merger "), with Veeco surviving as a wholly-owned subsidiary of Axcelis. The board of directors of each of Axcelis and Veeco (the " Axcelis Board " and the " Veeco Board ", respectively) have each unanimously (except for one (1) independent director who serves on the boards of both Axcelis and Veeco recusing himself) approved the Merger Agreement and the transactions contemplated thereby. Merger Consideration At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.01 per share, of Veeco (" Veeco Common Stock "), issued and outstanding immediately prior to the Effective Time (other than shares that are owned by Axcelis, Veeco or Merger Sub or any wholly owned subsidiary of Axcelis, Veeco or Merger Sub) will be converted into the right to receive 0.3575 (the " Exchange Ratio ") newly issued shares of Axcelis common stock (the " Axcelis Common Stock ") (the " Common Stock Merger Consideration "). No fractional shares of Axcelis will be issued in the Merger, and Veeco stockholders will receive cash in lieu of fractional shares as part of the merger consideration (the " Fractional Shares Cash Amount ", and the Fractional Shares Cash Amount together with the Common Stock Merger Consideration will be referred to as the " Merger Consideration "), as specified in the Merger Agreement. Following the Effective Time, Axcelis common stockholders will

01. Other Events

Item 8.01. Other Events On October 1, 2025, Axcelis and Veeco jointly issued a press release announcing their entry into the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additional Information About the Potential Transaction and Where to Find It In connection with the proposed transaction, Axcelis and Veeco intend to prepare, and Axcelis intends to file with the SEC, a registration statement on Form S-4 that will include a joint proxy statement/prospectus with respect to shares of Axcelis' common stock to be issued in the transaction (the "joint proxy proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or any other document that Axcelis or Veeco may file with or furnish to the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Axcelis and Veeco. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the joint proxy statement/prospectus (if and when available) and other documents containing important information about Axcelis, Veeco and the proposed transaction, once such documents are filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis' website at investor.axcelis.com or by contacting Axcelis' Investor Relation

Forward-Looking Statements

Forward-Looking Statements Certain statements included in this document, and any related oral statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining to: (i) future industry demand for semiconductors and wafer fabrication equipment; (ii) future development of regulatory landscape; (iii) Axcelis' or Veeco's market position for the future; (iv) forecasts of financial measures for future periods; (v) long-term financial targets and underlying assumptions; (vi) the future investment plan for research and development, technology and infrastructure; (vii) future shareholder returns; and (viii) potential synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "budget," "scheduled," "forecasts," "estimates," "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could," "would," "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. These forward-looking statements are based on current information and assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory and stockholder approvals, satisfying other closing conditions to the proposed transaction, the expected tax treatment of the proposed transaction, the expected timing of the proposed tr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as September 30, 2025, by and among Axcelis Technologies, Inc., Veeco Instruments Inc. and Victory Merger Sub, Inc. 99.1 Press Release, dated as of October 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AXCELIS TECHNOLOGIES, INC. By: /s/ Eileen J. Evans Date: October 1, 2025 Eileen J. Evans Executive Vice President HR/Legal and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR