Veeco Instruments Inc. (NasdaqGS:VECO) entered into an agreement and plan of merger to acquire Ultratech, Inc. (NasdaqGS:UTEK) for approximately $810 million on February 2, 2017. Under the terms, each outstanding share of common stock outstanding immediately prior to the merger, will be automatically cancelled and converted into the right to receive an amount equal to $21.75 in cash and 0.2675 of a share of the common stock of Veeco Instruments, each outstanding option to purchase shares of Ultratech stock will fully vest and be canceled and converted into the right to receive an amount in cash equal to the product of the number of shares of Ultratech stock subject to the option and the excess of the value of the merger consideration over the exercise price per share of the option, each award of restricted stock units with respect to shares of Ultratech stock will be converted into the right to receive an amount in cash equal to the number of vested restricted stock units subject to the award multiplied by the dollar value of the merger consideration, each award of restricted stock units that is outstanding and unvested will be assumed by Veeco Instruments and converted into a number of restricted stock units with respect to the Veeco Instruments’s common stock determined by multiplying the number of unvested restricted stock units by the ratio of the dollar value of the merger consideration per share of Ultratech Stock. Post transaction, it is projected that Ultratech’s shareholders will own approximately 15% of the combined company. The transaction consideration is valued at approximately $28.64 per Ultratech share. The transaction was financed from $200 million of Veeco's stock and remaining consideration in cash will be financed from combined balance sheets. The merger agreement provides that, upon termination of the merger agreement by Ultratech or the Veeco Instruments, a termination fee of $26.5 million will be payable by Ultratech to Veeco Instruments. The closing of the merger is subject to the adoption of the merger agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Ultratech Stock, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Securities and Exchange Commission having declared effective a Form S-4, the authorization on the Nasdaq Global Select Market of the shares of Veeco Instruments common stock issuable in connection with the merger. The closing of the Merger is not subject to a financing condition. The Boards of Directors of both Veeco Instruments and Ultratech have unanimously approved the transaction. In connection with the merger agreement, certain stockholders of Ultratech who are beneficial owners of approximately 3.7% of the outstanding shares of Ultratech Stock entered into a support agreement, to vote in favor of approval of the merger. Each support agreement also contains a lock-up provision. As of February 17, 2017 antitrust approval was received for the transaction. On May 25, 2017, stockholders of Ultratech approved the transaction. The transaction is expected to close in the second calendar quarter of 2017. Veeco Instruments expects to realize approximately $15 million in annualized run rate synergies within 24 months after closing, to be achieved through increased efficiencies and leveraging the scale of the combined businesses. The transaction is expected to be immediately accretive to non-GAAP EPS. Barclays Capital Inc. acted as financial advisor and Thomas J. Knox, Charlie Katz, Daniel Kahan and Erin Hoffert of Morrison & Foerster LLP acted as legal advisor to Veeco Instruments. BofA Merrill Lynch acted as financial advisor. Ultratech has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $12 million, $1 million of which was payable upon the delivery of its opinion and the remaining portion of which is contingent upon the completion of the merger. Warren T. Lazarow, David Makarechian, Angola Russell, Noah Kornblith, Andy Dolak, Brian Danella, Tom Oslovar, Jeff Walbridge, Warren Fox, Eric Amdursky, Eric Rothenberg, Bob Nicksin, Courtney Dyer, Riccardo Celli, Christian Peeters, Robert Fisher, Martha Todd, John Chong, Sydney Ryan, and Maiah Parks of O’Melveny & Myers LLP acted as legal advisor to Ultratech. Suzanne Schmidt of The Blueshirt Group acted as public relation advisor for Ultratech Inc. American Stock Transfer & Trust Company, LLC acted as transfer agent to Veeco. D.F. King & Co., Inc. acted as proxy solicitor to Ultratech in the transaction, with a fee of $10,000. Stephen M. Kotran, Todd A. Mortensen and Zachary J. Levine of Sullivan & Cromwell LLP acted as legal advisor to Merrill Lynch, financial adviser to Ultratech, Inc. Veeco Instruments Inc. (NasdaqGS:VECO) completed the acquisition of Ultratech, Inc. (NasdaqGS:UTEK) on May 26, 2017. As a result of this transaction, Ultratech became a wholly owned subsidiary of Veeco. In accordance with the terms of the agreement, all of the members of Ultratech’s board of directors were removed and John R. Peeler and Shubham Maheshwari became the only directors of Ultratech. Each of the officers of Ultratech including Arthur W. Zafiropoulo (Chairman and Chief Executive Officer), Bruce R. Wright (Chief Financial Officer and Senior Vice President, Finance), Dave Ghosh (Senior Vice President Global Sales and Service) and Tammy D. Landon (Senior Vice President Operations) were removed and Peeler and Maheshwari, became the executive officers. In connection with the transaction, Ultratech entered into a separation agreement with Zafiropoulo.