AXCELIS TECHNOLOGIES INC 8-K

What Happened

• Axcelis Technologies (ACLS) filed an 8-K updating the proposed merger with Veeco Instruments Inc. Under the Merger Agreement (entered Sept. 30, 2025), Axcelis’ wholly owned Merger Sub will merge into Veeco, with Veeco becoming a wholly owned subsidiary of Axcelis. The filing reports that the U.K. Investment Security Unit issued a “no further action” letter on Jan. 22, 2026, and that Axcelis and Veeco determined filings are not required under Sweden’s Investment Screening Law and subsequently waived the Sweden-related closing condition. The parties continue to await final regulatory approval from China’s State Administration for Market Regulation (SAMR). Stockholder votes for both companies are scheduled for Feb. 6, 2026.

Key Details

• Merger Agreement signed: September 30, 2025.
• U.K. clearance: “no further action” letter issued Jan. 22, 2026.
• Registration statement (Form S-4) declared effective Dec. 31, 2025; joint proxy/prospectus mailed to shareholders Dec. 31, 2025.
• Shareholder meetings: Axcelis and Veeco special meetings scheduled Feb. 6, 2026; ISS and Glass, Lewis recommended shareholders vote FOR the merger and the issuance of Axcelis shares. Axcelis expects closing in the second half of 2026, subject to remaining approvals and customary closing conditions.

Why It Matters

• This update narrows the remaining regulatory hurdles for the transaction (U.K. cleared; Sweden condition waived), leaving China’s SAMR approval and shareholder approvals as key outstanding items. If approved, Veeco would become a wholly owned subsidiary and Axcelis stockholders would vote on the issuance of shares required by the merger. The Form S-4 and joint proxy provide the materials investors should review before the Feb. 6, 2026 votes. The parties’ expectation of a H2 2026 close is forward-looking and depends on satisfying all closing conditions and regulatory approvals.