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VECO > SEC Filings for VECO > Form 8-K on 19-Sep-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibi

Item 1.01 Entry Into a Material Definitive Agreement

Veeco Instruments Inc. ("Veeco") agreed to acquire Synos Technology, Inc. ("Synos Technology"), pursuant to an Agreement and Plan of Merger, dated September 18, 2013, by and among Veeco, Veeco Wyoming Inc., a newly-formed subsidiary of Veeco, Synos Technology, certain stockholders of Synos Technology, and Shareholder Representative Services LLC, as Stockholders' Representative (the "Acquisition"). The initial purchase price is $70 million. Synos shareholders will receive additional payments upon the achievement of future performance milestones over the period from closing through December 31, 2014, with maximum potential consideration for the transaction of $185 million. The agreement contains customary representations, warranties, covenants and indemnification provisions. Completion of the acquisition is subject to customary closing conditions. The merger is scheduled to close in the fourth quarter of 2013.

On September 19, 2013, Veeco issued a press release announcing the Acquisition and held a conference call to discuss the Acquisition. In connection with the release and the related conference call, Veeco posted a presentation relating to the Acquisition on its website ( Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                               Description

99.1      Press release issued by Veeco dated September 19, 2013

99.2      Presentation: Veeco to Acquire Synos Technology, September 19, 2013

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