Brooks pending merger with PRI subject to request for additional information

Chelmsford & Billerica, Mass. - Brooks Automation and PRI Automation jointly announced December 14, 2001 that they have received a request for additional information (commonly known as a "second request") pertaining to the pending acquisition of PRI by Brooks.


Chelmsford & Billerica, Mass. - Brooks Automation and PRI Automation jointly announced December 14, 2001 that they have received a request for additional information (commonly known as a 'second request') pertaining to the pending acquisition of PRI by Brooks. The request was received from the Antitrust Division of the Department of Justice ('DOJ'), the U.S. governmental entity responsible for antitrust review of the acquisition.

The waiting period applicable to the pending acquisition under the U.S. Hart-Scott-Rodino Antitrust Improvements Act will expire 30 days after substantial compliance with the request for additional information, unless terminated earlier by the DOJ. The companies intend to respond diligently and as quickly as possible to the second request. However, the companies cannot estimate how long it will take to achieve substantial compliance with the second request. Subject to completion of the Hart-Scott-Rodino process, and satisfaction of other customary closing conditions contained in the definitive merger agreement, including Brooks and PRI stockholder approval, the companies anticipate the acquisition will close in the first quarter of 2002, as announced previously.

On October 24, 2001, the companies jointly announced a definitive agreement under which Brooks would acquire PRI. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, PRI shareholders will receive 0.52 shares of Brooks stock for each PRI share held, representing a value of approximately $380 million, net of cash. Following completion of the transaction, the combined company will be 61% owned by Brooks shareholders and 39% owned by PRI shareholders. The transaction is expected to be accretive to Brooks' earnings in fiscal 2003, the first full fiscal year following completion, reflecting expected operational synergies of more than $20 million.

Additional information regarding the terms of the acquisition will be contained in a registration statement on Form S-4, which Brooks will file with the Securities and Exchange Commission.

Brooks Automation Inc. is a global supplier of integrated automation solutions for the semiconductor, data storage, and flat panel display manufacturing industries.

PRI Automation Inc. is a global supplier of advanced factory automation systems, software, and services that optimize the productivity of semiconductor and precision electronics manufacturers, as well as OEM process tool manufacturers.

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