AXCELIS TECHNOLOGIES INC 8-K

What Happened
Axcelis Technologies (ACLS) filed an 8-K on Jan 28, 2026 supplementing its Definitive Proxy Statement for the proposed merger with Veeco Instruments (original Merger Agreement dated Sept. 30, 2025). Axcelis said it received 15 demand letters and three lawsuits (Turner, Clark and Garfield) by purported stockholders challenging proxy disclosures; the Garfield plaintiff moved for a preliminary injunction on Jan. 25, 2026. To avoid litigation delay and expense, Axcelis is voluntarily supplementing the proxy with additional disclosures while denying the allegations and maintaining the proxy was not legally deficient. Axcelis will hold a special meeting of stockholders on Feb. 6, 2026 at 11:00 a.m. ET.

Key Details

• Legal actions: Three complaints filed in New York state courts — Turner (Index No. 650266/2026), Clark (650284/2026) and Garfield (601340/2026); Garfield sought a preliminary injunction on Jan. 25, 2026.
• Deal background and governance: Merger Agreement calls for Victory Merger Sub to merge into Veeco, with Veeco surviving as Axcelis’s wholly owned subsidiary; prior proposals included an August 12, 2025 Axcelis proposal at a 0.340x exchange ratio (Veeco shareholders ≈40% of combined company) and Veeco counterproposal up to 0.375x. Director Thomas St. Dennis serves on both boards and recused from related discussions.
• Financial analyses disclosed: J.P. Morgan and UBS valuation details were added — standalone implied equity ranges: Veeco $30.14–$36.54/share, Axcelis $91.91–$109.93/share; combined implied Veeco range $32.91–$40.07/share. UBS’s advisory fee to Veeco is estimated at ~$28.5 million (about $3.0M payable on opinion, remainder contingent).
• Balance/metrics cited: Veeco cash ≈ $355M and debt ≈ $230M (6/30/25); Axcelis cash ≈ $581M (6/30/25); combined cash post-fees ≈ $876M.

Why It Matters
For investors, the 8-K confirms the merger is moving toward a Feb. 6, 2026 vote but faces shareholder litigation that could delay or block the transaction. The supplement provides more detail on valuation analyses, governance discussions and potential post-closing treatment of equity awards, which can affect expectations about deal terms, timing and executive incentives. Axcelis denies wrongdoing but chose to supplement disclosures to limit litigation risk and potential disruption to closing. Investors should review the updated proxy materials and monitor the Feb. 6 vote and any court actions.