August Technology Responds to Letter from KLA-Tencor; No Merger Discussions with KLA Underway.MINNEAPOLIS -- August Technology Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :AUGT), today responded to a letter from Ken Schroeder, Chief Executive Officer of KLA-Tencor, dated July 12, 2005 and publicly released earlier today regarding the closing of the investigation of the Antitrust Antitrust The antitrust laws apply to virtually all industries and to every level of business, including manufacturing, transportation, distribution, and marketing. They prohibit a variety of practices that restrain trade. Division of the U.S. Department of Justice ("DOJ (Department Of Justice) The legal arm of the U.S. government that represents the public interest of the United States. It is headed by the Attorney General. ") into KLA-Tencor's proposal to acquire August Technology. Mr. Schroeder repeated statements made in the past regarding KLA's interest in acquiring August Technology. Jeff O'Dell, August Technology's Chief Executive Officer, said "We have had no discussions with KLA-Tencor regarding any proposed transaction and despite the closing of the DOJ investigation, we remain committed to our merger agreement with Rudolph Technologies which is superior to KLA's offer and in the best interest of our shareholders. We were pleased to learn that the DOJ has also closed its investigation of Rudolph's proposed acquisition of August Technology." Mr. O'Dell continued, "KLA's recent public statements lead us to conclude that they are more interested in preventing the completion of our deal with Rudolph than beginning meaningful discussions with us, for the following reasons: --KLA has consistently refused for almost six months to sign a confidentiality agreement substantially the same as the confidentiality agreements signed by Rudolph Technologies and Nanometrics Incorporated; --KLA is the dominant player in the semiconductor inspection equipment industry and has an incentive to prevent the creation of the formidable competitor that will result from our proposed merger with Rudolph; and --Our past experience with KLA KLA Kosovo Liberation Army KLA Key Learning Area (NSW Department of Education) KLA Kansas Livestock Association (Topeka, KS) KLA Kentucky Library Association KLA Kansas Library Association makes us seriously doubt their intentions and credibility--In late 2002 we talked with KLA about a possible acquisition at a particular valuation, but after signing a confidentiality agreement and conducting due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , KLA reduced its valuation by more than half, forcing an end to the discussions. Given this history and KLA's recent refusal to execute a confidentiality agreement, we have no reason to believe that any discussions at this point would result in a different outcome." About August Technology August Technology's automated au·to·mate v. au·to·mat·ed, au·to·mat·ing, au·to·mates v.tr. 1. To convert to automatic operation: automate a factory. 2. inspection and data analysis solutions provide critical product and process enhancing information, which enables microelectronic The miniaturization of electronic circuits. See chip. device manufacturers to drive down costs and time to market. With the first all-surface advanced macro inspection solution, August Technology has incorporated frontside, backside BACKSIDE, estates. In England this term was formerly used in conveyances and even in pleadings, and is still, adhered to with reference to ancient descriptions in deeds, in continuing the transfer of the same. property. and wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. edge inspection in a single system. Following detection August Technology's decision tools correlate the defect data across surfaces and provide the comprehensive information necessary for device manufacturers to make process-enhancing decisions. Headquartered in Bloomington, Minnesota Bloomington is a city in Hennepin County, Minnesota, and a southern suburb of Minneapolis. As of 2005, it had a population of 84,347, making it the largest Twin Cities suburb, and the fifth largest city in the state[1]. , August Technology supports its customers with a worldwide sales and service organization. Additional information can be found on the company's web site at www.augusttech.com. Additional Information and Where to Find It In connection with the proposed merger of August Technology Corporation and Rudolph Technologies, Inc., a registration statement of Rudolph, which will include a joint proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. of Rudolph and August, and other materials, will be filed with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RUDOLPH, AUGUST AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and joint proxy statement (when available) as well as other filed documents containing information about Rudolph and August at http://www.sec.gov, the SEC's website. Free copies of Rudolph's SEC filings may also be obtained at http://www.rudolphtech.com, and free copies of August's SEC filings may be obtained from August's website at http://www.augusttech.com. Participants in the Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual Rudolph, August and their respective executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Rudolph's stockholders or August's shareholders with respect to the proposed transaction. Information regarding the officers and directors of Rudolph is included in its definitive proxy statement for its 2005 Annual Meeting filed with the SEC on April 22, 2005. Information regarding the officers and directors of August is included in its definitive proxy statement for its 2005 Annual Meeting filed with the SEC on April 29, 2005. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the registration statement and joint proxy statement and other materials to be filed with the SEC in connection with the proposed transaction. |
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