In connection with the Acquisition, the Company is providing the following information reflecting the Company and its securities upon consummation of the Acquisition. All dollar amounts are in thousands unless otherwise specified.

Business.

The Company

Tegal, a Delaware corporation, was formed in December 1989 to acquire the operations of the former Tegal Corporation, a division of Motorola, Inc. Our predecessor company was founded in 1972 and acquired by Motorola, Inc. in 1978. We completed our initial public offering in October 1995.

Until recently, Tegal designed, manufactured, marketed and serviced specialized plasma etch systems used primarily in the production of micro-electrical mechanical systems ("MEMS") devices, such as sensors, accelerometers and power devices. The Company's Deep Reactive Ion Etch ("DRIE") systems were also employed in certain sophisticated manufacturing techniques, involving 3-D interconnect structures formed by intricate silicon etching, also known as Deep Silicon Etch ("DSE") for so-called Through Silicon Vias ("TSVs"). For most of the fiscal year ended March 31, 2011, Tegal also sold systems for the etching and deposition of materials found in other devices, such as integrated circuits ("ICs") and optoelectronic devices found in products such as smart phones, networking gear, solid-state lighting, and digital imaging.

Beginning in the fiscal third quarter of 2009, following the acquisition of the DRIE product lines from Alcatel Micro Machining Systems ("AMMS"), we experienced a sharp decline in revenues related to our legacy etch and physical vapor deposition or "PVD" products, resulting from the collapse of the semiconductor capital equipment market and the global financial crisis. Management and the Board of Directors considered several alternatives for dealing with this decline in revenues, including the sale of assets which the Company could no longer support. On March 19, 2010, we and our wholly owned subsidiary, SFI, sold inventory, equipment, intellectual property and other assets related to our legacy etch and PVD products to OEM Group Inc. ("OEM Group"), a company based in Phoenix, Arizona that specializes in "life cycle management" of legacy product lines for several semiconductor equipment companies. The sale included the product lines and associated spare parts and service business of our 900 and 6500 series plasma etch systems, along with the Endeavor™ and AMS™ PVD systems from Sputtered Films, Incorporated or "SFI". In connection with the sale of the assets, OEM Group assumed our warranty liabilities for recently sold legacy etch and PVD systems.

We retained the DRIE products which we had acquired from AMMS, along with our Compact™ cluster platform and the nano layer deposition ("NLD") technology that we had developed over the past several years. However, the DRIE products and a small amount of associated spares and service revenue, represented our sole source of revenue. Since the DRIE markets were also seriously impacted by the downturn in the semiconductor markets and the lack of available capital for new product development globally, it was not clear that DRIE sales alone would be enough to support the Company, even with significant reductions in operating expenses. As a result, we continued to operate with a focus on DRIE and at the same time sought a strategic partner for our remaining business. We also continued to evaluate various other alternative strategies, including sale of our DRIE products, Compact™ platform and NLD technology, the transition to a new business model, or our voluntary liquidation.

The SPTS Transaction

On February 9, 2011, Tegal and SPP Process Technology Systems Limited, ("SPTS") a company incorporated and registered in England and Wales, entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which the Company sold to SPTS all of the shares of Tegal France, SAS, the Company's wholly-owned subsidiary and product lines and certain equipment, intellectual property and other assets relating to the Company's DRIE systems and certain related technology. SPTS also assumed existing customer contracts, including all installation and warranty obligations of existing customers, and other liabilities arising after the closing of the transaction (the "Assumed Liabilities").

The transaction closed immediately after execution of the Purchase Agreement. The consideration paid by SPTS totaled approximately $2.1 million, comprised of approximately $0.5 million of Assumed Liabilities and $1.6 million in cash.

The descriptions of the Purchase Agreement and the Trademark License Agreement provided above are qualified in their entirety by reference to the full text of such agreements, copies of which have been filed as Exhibits 10.1 and 10.2, respectively, to the announcement of a material and definitive agreement in the Company's 8-K filed report on February 15, 2011 and are incorporated herein by reference.

Discontinued Operations

As a result of the sale of the Company's DRIE assets, and in accordance with generally accepted accounting principles, the DRIE business operations related to the designing, manufacturing, marketing and servicing of systems and parts within the semiconductor industry has been reclassified to discontinued operations in our Consolidated Balance Sheets, Consolidated Statements of Operations and our Consolidated Statements of Cash Flows. Amounts for the prior periods have been reclassified to conform to this presentation. The exit from the DRIE operation was essentially completed by the end of the fourth quarter of our 2011 fiscal year. The assets and liabilities of discontinued operations are presented separately under the captions "Assets of discontinued operations" and "Liabilities of discontinued operations," respectively, in the accompanying condensed consolidated balance sheets at March 31, 2012 and 2011, respectively, and consist of the following:

                                                                      March 31,
                                                                 2012          2011

Assets of Discontinued Operations:
Accounts and other receivables, net of allowances for sales
returns and doubtful accounts of $0 and $71 at March 31,
2012 and 2011, respectively                                    $     410     $     591
Notes receivable                                                      --           528
Prepaid expenses and other current assets                              8            10
Total assets of discontinued operations                        $     418     $   1,129

Liabilities of Discontinued Operations:
Accounts payable                                               $      --     $     522
Deferred revenue                                                      --           130
Accrued expenses and other current liabilities                       246           758
Total liabilities of discontinued operations                   $     246     $   1,410

In the fiscal year ended March 31, 2012, the Company recognized deferred revenue of $130, offset by related commission expense, as well as income of $89 from the finalization of the sale of the DRIE assets which occurred in the fourth quarter of the prior fiscal year. In the same period, the Company received $440 from OEM in installment payments related to the sale of legacy assets, and recognized $64 in foreign currency transactions. Total revenue from discontinued operations was $0 and $6,629 for the years ended March 31, 2012 and 2011, respectively. The total (income)/loss from discontinued operations, including income tax expense (benefit), was ($3,114) and $1,421, for the same years, respectively, and included the reclassification of operating expenses related to the manufacture, design, marketing and servicing of the DRIE operations including foreign exchange adjustments and income tax expense (benefit). The gain in fiscal year 2012 results primarily from the sale of the NLD patents.

In fiscal year 2012, the Company recognized $3,750 from the sale of the nanolayer deposition, or "NLD" patents. As these assets were internally developed, there was a corresponding zero book value. The NLD revenue is recognized in discontinued operations, along with the related costs of $871, which includes $772 in commission expense. During the fiscal year ended March 31, 2012, the Company, as part of the proposed sale of its intellectual property portfolio for NLD, awarded three of the four offered lots to multiple semiconductor equipment manufacturers. The Company finalized the sale transaction of the first lot on December 23, 2011 and finalized the sale of the second lot on January 13, 2012. While the third lot has been awarded, the Company has not yet finalized that transaction. Sales of NLD patents in future periods will also be recognized in discontinued operations, as will all related expenses to finalize the sales. NLD is a process technology that bridges the gap between high throughput, non-conformal chemical vapor deposition ("CVD") and highly conformal, low throughput atomic layer deposition ("ALD"). The portfolio included over 35 US and international patents in the areas of pulsed-CVD, plasma-enhanced ALD, and NLD. The Company has sold all but nine of those patents to third parties as of March 31, 2012.

Acquisition of CollabRx and Current Business

As the Company transitioned away from its legacy lines of business in manufacturing and devices, it explored opportunities in various emerging technology sectors, including the photovoltaic solar and medical device industries. In July 2012, the Company completed the transition by definitively entering the medical informatics industry through its acquisition of CollabRx, a company that develops information technology products based systems and methods for aggregating and contextualizing the world's knowledge on genomics-based medicine, with specific applications in advanced cancer.

Industry Overview

Cancer is a worldwide health concern. In 2002, cancer eclipsed heart disease as the number one cause of death in the U.S. for individuals under the age of
85. In the U.S., nearly 12 million individuals are living with a cancer diagnosis, approximately 1.5 million new cases are diagnosed each year, over 600,000 people die from cancer each year (6 million deaths worldwide), and nearly 1 in 3 females and 1 in 2 males will be diagnosed with cancer in their lifetime. In the U.S., the sales of anticancer drugs are now second only to those of drugs for heart disease, and 70% of these sales come from products introduced in the past 10 years which will drive the total cost of cancer care from $100 billion at present to nearly $170 billion by 2020.

Cancer treatment and research has been experiencing an unprecedented explosion of new knowledge in the past decade. The result is that there are now over 500 new cancer therapies in pre-clinical development, approximately 500 cancer diagnostic companies, more than 10,000 cancer-related clinical trials are currently ongoing, and over 100,000 cancer-related papers are published in the scientific literature annually. This knowledge explosion is driven by a number of factors, the two most influential of which are that cancer is fundamentally a disease of the genome and that the cost of gene sequencing has fallen dramatically.

Large-scale genetic sequencing studies in tumors are rapidly uncovering mutations in genes that can be selectively targeted by pharmaceutical and biotechnology companies. Cancer therapy companies are using this information to fill their R&D pipelines with "targeted" therapies to leverage ongoing trends towards a genetic-based approach to drug development. Cancer diagnostic companies are using this information to develop an increasing number of genetic tests to direct cancer care.

Company Background

Building on several core assets, CollabRx re-positioned itself in early 2012 with the goal to be the recognized leader in "cloud-based" expert systems and analytics to inform genomics based health care decision-making. Today, the company is focused on genomic medicine in cancer, i.e., "personalized oncology". The explosion of massive quantities of tumor genetic data and concurrent rise in the development of therapies that target specific genetic profiles has created a gap between the world's combined knowledge on targeted therapies in cancer and what is known and acted on by key stakeholders such as physicians, patients, and industry participants. CollabRx bridges this knowledge gap by providing a clinically relevant interpretive layer to aggregated information that is then further contextualized for simplified use and ease of access by relevant parties.

CollabRx continues to expand its network of approximately 50+ expert advisors and further develop its proprietary content using tools and processes that combine artificial intelligence-based "big data" analytics with knowledge directly obtained from leading clinical experts.

In support of its mission, CollabRx has:

? Composed an external advisory board composed of key opinion leaders spanning diverse backgrounds such as medicine and translational research, public policy, government, legal, ethical, and patient advocacy.

? Assembled a team of employees and management possessing deep industry knowledge combined with expertise in medicine, science, expert systems, analytics and information technology.

? Developed a variety of tools and processes to create and maintain its cancer specific knowledge base.

? Entered into contractual relationships with the American Society of Clinical . . .

Financial Statements of Business Acquired

(a) Financial Statements of Businesses Acquired

The independent auditors' report and the audited consolidated financial statements of CollabRx as of and for the year ended December 31, 2011 and for the cumulative period January 14, 2008 (inception) through December 31, 2011 are attached hereto as Exhibit 99.6 and are incorporated in their entirety herein by reference.

The unaudited condensed financial statements of CollabRx as of and for the six months ended June 30, 2012 and 2011 are attached hereto as Exhibit 99.6 and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma financial information with respect to Tegal Corporation's acquisition of CollabRx as of and for the three months ended June 30, 2012 and for the twelve months ended December 30, 2011 is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

(c) Exhibits

Exhibit
Number                              Exhibit Description
  3.1      Certificate of Incorporation of the Registrant, as amended
           (incorporated by reference to Exhibit 3.1 included in the Registrant's
           Annual Report on Form 10-K for the fiscal year ended March 31, 2007,
           filed with the Securities and Exchange Commission on June 29, 2007).
  3.2      Restated By-laws of Registrant (incorporated by reference to Exhibit
           3.2 included in Registrant's Current Report on Form 8-K filed with the
           Securities and Exchange Commission on November 3, 2006).
 **10.1    Fifth Amended and Restated Stock Option Plan for Outside Directors
           (incorporated by reference to the Registrant's Quarterly Report on
           10-Q, for the quarter ended June 30, 2006, filed with the Securities
           and Exchange Commission on August 14, 2006.)
 **10.2    Eighth Amended and Restated 1998 Equity Participation Plan of Tegal
           Corporation (incorporated by reference to Exhibit 10.1 to the
           Registrant's Quarterly Report on Form 10-Q for the quarter ended June
           30, 2006 filed with the Securities and Exchange Commission on August
           14, 2006.)
 **10.3    2007 Incentive Award Plan (incorporated by reference to Appendix A to
           the Registrant's definitive proxy statement on Schedule 14A, filed
           with the Securities and Exchange Commission on July 29, 2007).



 **10.4    Second Amended and Restated Employee Qualified Stock Purchase Plan
           (incorporated by reference to Appendix C to the Registrant's revised
           definitive proxy statement on Schedule 14A filed with the Securities
           and Exchange Commission on July 29, 2004).
  10.5     Form of Stock Option Agreement for Employees from the 2007 Incentive
           Award Plan (incorporated by reference to Exhibit 10.1 to the
           Registrant's Current Report on Form 8-K filed with the Securities and
           Exchange Commission on December 21, 2007.
 **10.6    Form of Non-Qualified Stock Option Agreement for Employees from the
           Eighth Amended and Restated 1998 Equity Participation Plan
           (incorporated by reference to Exhibit 10.1 to the Registrant's
           Quarterly Report on Form 10-Q filed with the Securities and Exchange
           Commission on November 12, 2004).
 **10.7    Form of Restricted Stock Unit Award Agreement from the Eighth Amended
           and Restated 1998 Equity Participation (incorporated by reference to
           Exhibit 10.5.4 to the Registrant's Current Report on Form 8-K filed
           with the Securities and Exchange Commission on July 11, 2005).
 **10.8    Employment Agreement between the Registrant and Thomas Mika dated as
           of July 27, 2007 (incorporated by reference to Exhibit 10.1 to the
           Registrant's Current Report on Form 8-K filed with the Securities and
           Exchange Commission on August 2, 2007).
 **10.9    Employment Agreement between the Registrant and Christine Hergenrother
           dated as of July 27, 2007 (incorporated by reference to Exhibit 10.1
           to the Registrant's Current Report on Form 8-K filed with the
           Securities and Exchange Commission on August 2, 2007).
**10.10    Restricted Stock Unit Award Agreement between Tegal Corporation and
           Tom Mika, dated July 5, 2005, (incorporate by reference to Exhibit
           10.4 to Registrant's Current Report on Form 8-K filed with the
           Securities and Exchange Commission on July 11, 2005).
 10.13     Asset Purchase Agreement between Tegal Corporation, Sputtered Films,
           Inc., OEM Group, Inc. and OEG-TEG, LLC., dated March 19, 2010.
 10.14     Trademark Assignment Agreement between Tegal Corporation, Sputtered
           Films, Inc. and OEG-TEG, LLC dated March 19, 2010.

 10.15     Trademark License Agreement between Tegal Corporation, Sputtered
           Films, Inc. and OEG-TEG, LLC dated March 19, 2010.
 10.16     Patent Assignment Agreement between Tegal Corporation, Sputtered
           Films, Inc. and OEG-TEG, LLC dated March 19, 2010.
 10.17     Intellectual Property Cross-License Agreement between Tegal
           Corporation, Sputtered Films, Inc. and OEG-TEG, LLC dated March 19,
           2010.
**10.18    Restricted Stock Unit Awards between Tegal Corporation and each of
           Thomas Mika and Christine Hergenrother, each dated October 7, 2010,
           (incorporated by reference on Form 8-K filed with the Securities and
           Exchange Commission on October 8, 2010).


 10.19     Formation and Contribution Agreement between Tegal Corporation and
           se2quel Partners LLC and sequel Power LLC, dated January 14, 2011
           (incorporated by reference to Exhibit 99.2 to Registrant's Current
           Report on Form 8-K filed with the Securities and Exchange Commission
           on January 21, 2011).
 10.20     Warrant issued to se2quel Partners LLC dated January 14, 2011
           (incorporated by reference to Exhibit 99.3 to Registrant's Current
           Report on Form 8-K filed with the Securities and Exchange Commission
           on January 21, 2011).
 10.21     Warrant issued to se2quel Management GmbH dated January 14, 2011
           (incorporated by reference to Exhibit 99.4 to Registrant's Current
           Report on Form 8-K filed with the Securities and Exchange Commission
           on January 21, 2011).
 10.22     Asset Purchase Agreement between Tegal Corporation and SPP Process
           Technology Systems Limited dated February 9, 2011 (incorporated by
           reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K
           filed with the Securities and Exchange Commission on February 15,
           2011).
 10.23     Trademark License Agreement between Tegal Corporation and SPP Process
           Technology Systems Limited dated February 9, 2011 (incorporated by
           reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K
           filed with the Securities and Exchange Commission on February 15,
           2011).
 10.24     Warrant Transfer Agreement and replacement Warrants issued dated March
           31, 2012 (incorporated by reference to Exhibit 99.5 to Registrant's
           Annual Report on Form 10-K filed with the Securities and Exchange
           Commission on June 14, 2012).
 10.25     Agreement Not to Compete, dated July 12, 2012, by and between Tegal
           Corporation and Jay M. Tenenbaum (filed as Exhibit 10.1 to the Current
           Report on Form 8-K filed on July 18, 2012).
 10.26     Promissory Note issued by Tegal Corporation on July 12, 2012 to Jay M.
           Tenenbaum (filed as Exhibit 10.2 to the Current Report on Form 8-K
           filed on July 18, 2012).
 10.27     Promissory Note issued by Tegal Corporation on July 12, 2012 to
           CommerceNet (filed as Exhibit 10.3 to the Current Report on Form 8-K
           filed on July 18, 2012).
 10.28     Stockholders Agreement, dated July 12, 2012, by and among Tegal
           Corporation and the stockholders identified therein (filed as Exhibit
           10.4 to the Current Report on Form 8-K filed on July 18, 2012).
 10.29     Agreement and Plan of Merger, dated June 29, 2012, by and among Tegal
           Corporation, CLBR Acquisition Corp., CollabRx, Inc. and CommerceNet,
           as Stockholders' Representative (filed as Exhibit 10.1 to the Current
           Report on Form 8-K filed on July 5, 2012).
 10.30     Employment Agreement, dated June 29, 2012, by and among Tegal
           Corporation and James Karis (filed as Exhibit 10.2 to the Current
           Report on Form 8-K filed on July 5, 2012).
 10.31     Restricted Stock Unit Award Agreement, dated July 12, 2012, by and
           between Tegal Corporation and James Karis (filed as Exhibit 10.7 to
           the Current Report on Form 8-K filed on July 18, 2012).
 10.32     Indemnity Agreement, dated July 12, 2012, by and between Tegal
           Corporation and James Karis (filed as Exhibit 10.8 to the Current
           Report on Form 8-K filed on July 18, 2012).
  21.1     List of Subsidiaries of the Registrant.
  99.6     Independent Auditors' Report, Audited financial statements of
           CollabRx, as of and for the year ended December 31, 2011 and 2010 and
           unaudited condensed financial statements as of and for the six months
           ended June 30, 2012 and 2011.
  99.7     Unaudited