Brooks Acquires Helix for $454M

Online staff -- Electronic News, 7/11/2005

Wafer fab automation provider Brooks Automation Inc. said today it would acquire and vacuum technology supplier Helix Technology Corp. for more than $450 million.

Under the terms of their agreement, already approved by the respective boards of directors of the companies, Helix stockholders will receive 1.11 shares of Brooks common stock for each share of Helix common stock.

Based on the closing price of Chelsmford, Mass.-based Brooks common stock on Friday, the transaction values Mansfield, Mass.-based Helix at $454 million.

Brooks stockholders will own 61 percent and Helix stockholders will own 39 percent of the combined company.

Edward C. Grady, president and CEO of Brooks, will remain in that role in the combined company, to be known as Brooks Automation.

James Gentilcore, currently president and CEO of Helix, will serve as president and COO of a newly created semiconductor products group; and Joseph M. Bellini, currently executive VP and general manager of the Brooks software division, will be president and COO of a newly created enterprise software group.

The combined company’s board of directors will be composed of 10 members, including the 7 current members of the Brooks board and 3 additional members from Helix’s current board. In addition, one non-voting emeritus director will be selected by Helix. The combined company will be headquartered in Chelmsford, Massachusetts.

Grady said in a statement, “By combining the strong, market-leading products of Brooks and Helix, particularly in the vacuum products segment, we believe we will be significantly better positioned to deliver increased value as a major systems supplier to our customers while continuing to build value for our stockholders and employees.”

Further, “As semiconductor capital equipment manufacturers increasingly outsource their systems, we have strengthened our leadership position in what we believe is the fastest-growing segment within tool automation, the vacuum modules and systems business,” he continued.

“In addition, the strong global service and support capabilities of the Helix organization will substantially increase Brooks’ abilities in that area,” Grady concluded.

James Gentilcore, president and CEO of Helix added, “As the industry continues to move towards consolidation, it is more critical than ever to have the size and scale required to compete successfully for continued market leadership.”

The companies expect the transaction to be complete in Q4.