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
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:
ANALYST CONFERENCE CALL SCRIPT
SAFE HARBOR STATEMENT
The following contains forward-looking statements related to the anticipated
benefits, operational synergies 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, the risks described in our press release and
other risks and uncertainties described in the companies' public filings and in
the Registration Statement to be filed with the Securities and Exchange
Commission.
RULE 425 STATEMENT
Brooks plans to file a Registration Statement on Form S-4 in connection with the
transaction and both Brooks and PRI expect to mail a Joint Proxy
Statement/Prospectus to their respective stockholders containing information
about the transactions. Investors are urged to read the Registration Statement
and the Joint Proxy Statement/Prospectuses carefully when they are available.
The Registration Statement and the Joint Proxy Statement/Prospectuses
will contain important information about Brooks and PRI and related matters.
Investors and security holders will be able to obtain free copies of these
documents through the web site maintained by the Securities and Exchange
Commission at http://www.sec.gov. Copies of the Registration Statement and the
Joint Proxy Statement/Prospectus may be obtained free of charge from Brooks or
PRI by contacting each of the companies Investor Relations Departments as
follows:
FOR BROOKS AUTOMATION: FOR PRI AUTOMATION:
John Biasi Michelle Goodall Faulkner
Vice President of Marketing Director of Corporate Communications
978-262-5799 978-670-4270 ext. 3161
john.biasi@brooks.com mfaulkner@pria.com
Brooks, PRI and their respective executive 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
transaction.
I will now turn the call over to Robert J. Therrien, President and CEO of Brooks
Automation.
MR. THERRIEN
Thanks very much, Ellen, and thanks to all of you for joining us this morning.
This is a very exciting day for me personally, and a very important day in the
history of Brooks Automation.
Today, we announced a definitive agreement under which Brooks Automation will
acquire PRI Automation, creating the leading supplier of automation systems,
software and services for the semiconductor industry.
The combined company created by this merger will be known as Brooks-PRI
Automation, and will have pro forma annual sales of approximately $700 million
in fiscal 2001.
It will bring together two companies with complementary technologies, products,
distribution channels and customer relationships.
We will be truly well-positioned to offer our customers fully integrated,
end-to-end solutions....through a single point of sale....enhancing the ability
of those customers to bring advanced semiconductor products to market more
quickly and more cost-effectively.
[pause]
The agreement was unanimously approved--and I might add enthusiastically
approved--by the boards of directors of both companies.
Under its terms, PRI shareholders will receive 0.52 shares of Brooks stock for
each PRI share they hold, giving the transaction a value of approximately $380
million, net of cash.
We expect to complete the merger during the first quarter of 2002, and when we
do, the combined company will be 61% owned by Brooks Automation shareholders and
39% owned by PRI shareholders on a fully diluted basis.
I'm pleased to report that we expect the transaction to be accretive to Brooks
earnings within the first full fiscal year (FY '03) following completion of the
transaction, which reflects the fact that we expect to realize operational
synergies of more than $20 million.
Getting to that number won't be rocket science. For example, we both have
offices in every major market around the world, which we'll be able to
rationalize quickly.
Another example is redundant R&D spending, in which Brooks is spending R&D
dollars to enter the atmospheric robot market where PRI is already a strong
player, and PRI is spending R&D dollars in the vacuum robot market and 300MM
loadport modules, in which we are a major player.
I will serve as CEO of the combined enterprise.
Ellen Richstone, our Chief Financial Officer, will hold the same position in the
combined company. Other management positions will be determined and announced in
due course, and will include executives from both Brooks and PRI.
With regard to corporate governance, Brooks-PRI will have a seven-member board,
which will consist of all five current Brooks directors and two PRI directors.
One of those directors will be Mitch Tyson, President and CEO of PRI.
[pause]
The combined enterprise formed by this merger will have a number of strategic,
operational and financial strengths.
Strategically, our ability to offer customers fully integrated, end-to-end
solutions through a single point of sale means that we will be exceptionally
well positioned to enhance their productivity as they drive for faster time to
market with their 300MM products.
Operationally, our customers will benefit from doing business with a global
company that can provide world-class service for all their tool and factory
automation needs.
Having done 20 acquisitions over the past three years, we know how to do
acquisitions and we have an established process to manage integration smoothly.
We will have an outstanding team, combining the skills and capabilities of
engineers, operations, customer support, and other talented staff from both of
our organizations.
We will have a wealth of intellectual property, with a portfolio of
approximately 100 U.S. patents and several hundred international patents.
We will have a broad product line, including market-leading positions in vacuum
and atmospheric tool automation, AMHS, fab software, reticle automation, and
300MM factory interface products.
We will have a compelling business proposition, in which we will offer our
customers a fully integrated product line, relieving them of the task, the cost,
and the risk of buying products from Brooks and products from PRI, and
integrating those products themselves.
We will have critical mass, with greater ability to ramp capacity, in response
to changing industry conditions and emerging market opportunities.
Brooks and PRI will now be in virtually every single fab worldwide, both inside
the tool and outside the tool.
We will offer one-stop shopping, from a single point of sale, with reliable
products....with competitive cost of ownership...and with world-wide,
world-class support.
And we will continue to meet and exceed our customers' expectations through the
unglamorous but critically important business of meeting our commitments to them
each and every day.
Financially, we will have a strong balance sheet, with significant cash on hand,
an attractive debt to capital ratio, and the flexibility needed to take
advantage of the next industry upturn.
In short, we will have the strategic, operational and financial strength to
build long-term value for our customers and employees. And that, in turn, will
enable us to achieve our primary objective as a public company, which is to
build value for our shareholders.
I'd now like to invite Mitch Tyson to comment on the merger from his
perspective.
MR. TYSON
Thanks very much, Bob.
Our entire Board of Directors is excited about this deal. Our senior management
team is excited about this deal. And I am VERY excited about this deal.
This combination creates the leading company in the fastest-growing segment in
the semi equipment market.
The semiconductor 300mm Fab of the Future has to be flexible, efficient, and
intelligent. It will need to have systems to optimize the flow of materials and
information. It will have to be completely automated. It needs to be a "silicon
machine".
No company will be better able to capture this market opportunity than
Brooks-PRI. And this will be a very large market. Looking at the Brooks-PRI
product portfolio we see a $150 million potential opportunity per 300mm fab.
That is an opportunity similar to what KLA-Tencor has per fab!
Brooks-PRI will be the largest semiconductor automation company, and will have
the broadest product portfolio and systems capability. We will have unmatched
global reach, customer base and financial strength.
This is a great deal for our employees, who will be part of a larger and
stronger company. It is a great deal for our customers who can now buy a more
integrated solution from a single company. And it is a great deal for our
investors, who now own shares in a company with a leadership position in the
fastest-growing segment in the semiconductor equipment industry and is highly
leveraged to the coming 300mm transition.
Over the next several months we will be getting the senior management teams
together to plan and execute a smooth transition process. I am looking forward
to working closely with Bob and
his team to insure a successful integration of the two companies and I look
forward to my continuing role as a member of the Board of Directors.
Bob, back to you.
Mr. Therrien
Thanks, Mitch. We'd now be happy to take questions.
Q&A PERIOD
Additional Information and Where to Find it:
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 that 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 discussed above.
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' definitive 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.
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 definitive 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.
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.