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|8-KJan 28, 5:18 PM ET

VEECO INSTRUMENTS INC 8-K

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Veeco Instruments Supplements Proxy Amid Axcelis Merger Lawsuits

What Happened
Veeco Instruments (VECO) filed an 8-K on Jan 28, 2026 to supplement its Definitive Joint Proxy/Prospectus for the pending merger with Axcelis (Merger Agreement dated Sept 30, 2025). The company received 15 demand letters and three shareholder complaints challenging proxy disclosures (Turner, Clark and Garfield actions filed Jan 14–20, 2026). The Garfield plaintiff moved for a preliminary injunction on Jan 25, 2026 seeking to delay the vote until the proxy is supplemented. Veeco and Axcelis deny the allegations but voluntarily provided supplemental disclosures to avoid litigation delay; Veeco will hold a special stockholder meeting on Feb 6, 2026.

Key Details

  • Special meeting: Veeco stockholders vote on the merger on Feb 6, 2026 at 10:00 a.m. ET.
  • Litigation: Three complaints filed in NY state court (Turner, Clark, Garfield); plaintiffs seek injunction or rescission if Merger closes.
  • Financial analyses disclosed: UBS/J.P. Morgan valuations and DCF ranges — Veeco standalone implied equity per share range ~$30.14–$36.54; Axcelis standalone ~$91.91–$109.93; combined implied Veeco per-share range ~$32.91–$40.07.
  • Adviser fees and balances: UBS’s advisory fee estimated at ~$28.5M ( ~$3.0M payable on opinion); Veeco cash ~$355M and debt ~$230M (as of 6/30/2025); Axcelis cash ~$581M (6/30/2025); combined cash post-fees ~$876M.

Why It Matters
The supplemental disclosures address shareholder challenges and add detail on deal background, advisor analyses, governance discussions and treatment of equity awards. While Veeco states these supplements are not admissions of legal necessity, the lawsuits (and Garfield’s injunction motion) create a real risk of delay or disruption to the Feb 6 vote and the merger closing. Retail investors should review the supplemented proxy and related SEC filings (available at sec.gov) before voting, since the supplements include valuation ranges, key governance proposals (exchange ratio discussions) and specifics on executive equity treatment that affect shareholder outcomes.