Filed by Nanometrics Incorporated 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: August Technology Corporation
Commission File No.: 000-30637
This filing relates to a planned merger (the "Merger") between
Nanometrics Incorporated ("Nanometrics") and August Technology Corporation
("August") pursuant to the Agreement and Plan of Merger and Reorganization,
dated January 21, 2005, by and among Nanometrics, Major League Merger
Corporation (a wholly-owned subsidiary of Nanometrics), Minor League Merger
Corporation (also a wholly-owned subsidiary of Nanometrics) and August (the
"Merger Agreement").
On March 22, 2005, the Chief Executive Officer of Nanometrics mailed a
letter to certain Nanometrics' customers addressing certain aspects of the
Merger. The text of the letter is set forth below.
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Dear Valued Customer,
August Technology and Nanometrics, Inc. announced last month our plan
to merge in order to create a stronger, more customer-focused provider of global
metrology and inspection solutions. Both August and Nanometrics have affirmed
our intentions to continue with the merger plan.
Why is this merger so important?
We believe the August-Nanometrics merger is good for the semiconductor
industry and our customers. A combined August-Nanometrics will provide an array
of front-end and final manufacturing inspection and metrology equipment that
will offer better alternatives. That means more choices for you. We believe that
keeping alive a competitive environment in metrology is good for the industry
and good for you, our valued customer.
The benefits of competition are numerous: A competitive market keeps
everyone on their toes, keeps innovation alive, keeps customer service front and
center, and keeps costs from escalating out of control. From our competitor's
perspective, competition will hinder their ability to unduly influence
technology roadmaps and maintain their grip on pricing.
If you believe more competition is in the industry's best interests,
please join us in insuring the successful, unhindered completion of the
August-Nanometrics merger. We believe in the power of the market to decide
what's rational and right. If you are concerned about larger companies gaining a
potential chokehold on the metrology and inspection business, take action now.
Use the power of your PO's to send a message. Use the power of the pen to let
management and the media know of your concerns. Use the power of the proxy, by
instructing your investment group to acquire shares of August Technology and
voting down the other bid.
Additionally, the challenges to small, innovative providers in our
industry have never been greater. While often producing the best new ideas,
small and mid-sized companies in the capital equipment industry today work very
hard to serve your increasingly global needs, to meet their fiscal
responsibilities as public companies (particularly under Sarbanes-Oxley) and to
reinvest in leading edge R&D that can move technology forward. In these times,
smart combinations like the August-Nanometrics merger can produce the technical,
financial and infrastructure critical mass needed to serve you better.
Much is at stake in this effort, not merely the joining of two small,
spirited companies. At risk is the guarantee of an open arena of new ideas, for
breakthroughs like integrated metrology, Optical Critical Dimension (OCD)
metrology, advanced machine vision macro inspection and the future of important
business issues, like metrology cost escalation.
Please join me in working to preserve more, not fewer choices in
meeting your future metrology needs.
Sincerely,
John Heaton
CEO
Nanometrics Incorporated
Cautionary Statement for the Purpose of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
This letter contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. In some cases, forward-looking statements can be identified by words such
as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar
expressions. Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Such forward-looking statements
are based upon current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The forward-looking
statements contained in this letter include statements about future financial
and operating results and the proposed Nanometrics/August merger. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein. For
example, if either of the companies does not receive required shareholder or
governmental approvals or fails to satisfy other conditions to closing, the
transaction will not be consummated. In any forward-looking statement in which
Nanometrics expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement or
expectation or belief will result or be achieved or accomplished. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: the risk that the Nanometrics
and August businesses will not be integrated successfully; costs related to the
proposed merger; failure of the Nanometrics or August shareholders to approve
the proposed merger, and other economic, business, competitive and/or regulatory
factors affecting Nanometrics' and August's businesses generally, including
those set forth in Nanometrics' and August's filings with the SEC, including
their Annual Reports on Form 10-K for their respective most recent fiscal years,
especially in the Management's Discussion and Analysis section, their most
recent Quarterly Reports on Form 10-Q and their Current Reports on Form 8-K. All
forward-looking statements included in this letter are based on information
available to Nanometrics on the date hereof. Nanometrics undertakes no
obligation (and expressly disclaims any such obligation) to update
forward-looking statements made in this letter to reflect events or
circumstances after the date of this letter or to update reasons why actual
results could differ from those anticipated in such forward-looking statements.
Additional Information and Where to Find It
Nanometrics Incorporated, August Technology Corporation and Minor
League Merger Corporation (which will be renamed by Nanometrics Incorporated and
August Technology Corporation in connection with the proposed merger) intend to
file a joint proxy statement/prospectus in connection with the merger
transaction involving Nanometrics Incorporated, Major League Merger Corporation
(a subsidiary of Nanometrics formed in connection with the proposed merger),
Minor League Merger Corporation and August Technology Corporation. Investors and
security holders are urged to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Nanometrics Incorporated and August Technology Corporation and security
holders may obtain a free copy of the joint proxy statement/prospectus (when it
is available) and other documents filed by Nanometrics Incorporated and August
Technology Corporation with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from Nanometrics Incorporated or August Technology Corporation investor
relations at investors@nanometrics.com and invest@augusttech.com, respectively.
Nanometrics Incorporated and its executive officers and directors may
be deemed to be participants in the solicitation of proxies from the
stockholders of August Technology Corporation and Nanometrics Incorporated with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Nanometrics Incorporated's
Proxy Statement for its 2003 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on August 23, 2004. This document is
available free of charge at the Securities and Exchange Commission's web site at
www.sec.gov and from Nanometrics Incorporated investor relations at
investors@nanometrics.com.