Veeco Stockholders Approve Merger with Axcelis
Rhea-AI Summary
Veeco (Nasdaq: VECO) announced that its stockholders voted to approve all proposals related to the pending merger with Axcelis (Nasdaq: ACLS) at a Special Meeting on Feb. 6, 2026.
The companies said the Merger remains subject to customary closing conditions and final regulatory approval from the State Administration for Market Regulation in China, and they continue to expect closing in the second half of 2026. Final voting results will be reported in a Form 8-K.
Positive
- Stockholders approved all merger proposals at the Special Meeting
- Companies expect Merger completion in the second half of 2026
- Veeco will file final voting results in a Form 8-K
Negative
- Completion contingent on final Chinese regulatory approval from SAMR
- Merger remains subject to customary closing conditions that could delay closing
Key Figures
Market Reality Check
Peers on Argus
VECO was down 1.8% while key semiconductor equipment peers like PLAB, UCTT, ACMR, DQ and COHU showed gains between 0.56% and 3.8%, pointing to stock-specific dynamics rather than a sector-wide move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| 2026-01-08 | Investor conference | Neutral | -4.0% | Announcement of management participation in Needham Growth Conference and investor meetings. |
| 2025-12-01 | Product evaluation win | Positive | -0.6% | Laser spike annealing system evaluation shipment to leading DRAM customer for next‑gen R&D. |
| 2025-11-05 | Q3 2025 earnings | Negative | -1.0% | Year‑over‑year declines in revenue and EPS alongside Q4 guidance and merger update. |
| 2025-11-05 | Equipment order | Positive | +1.4% | New Propel®300 MOCVD order for GaN on 300mm Si from leading power semiconductor IDM. |
| 2025-10-28 | Multiple tool orders | Positive | -0.9% | Multiple wet processing and lithography system orders for advanced packaging and photonics. |
Recent Veeco news has produced mixed reactions, with positive business wins sometimes selling off and operational/earnings softness occasionally aligning with modest declines. Reactions to merger-related commentary have not dominated trading behavior.
Over the last several months, Veeco reported softer Q3 2025 results while outlining an all‑stock merger with Axcelis, ongoing in subsequent 8‑K and 425 filings. Operationally, the company announced multiple tool orders across GaN power, DRAM, and advanced packaging, plus participation in a major growth conference. Market reactions were modest and mixed, with both positive product wins and earnings news sometimes followed by small declines. Today’s stockholder approval of the Axcelis merger fits into this ongoing integration and communication process.
Market Pulse Summary
This announcement confirms Veeco stockholder approval for the pending Axcelis merger and highlights that closing still depends on customary conditions, including final clearance from China’s competition authority. Prior filings detailed the all‑stock structure and ongoing regulatory reviews. Investors may track future 8‑K and 425 updates, remaining antitrust approvals, and Veeco’s operating performance as they assess integration risk and potential changes in ownership structure once the transaction is targeted to complete in the second half of 2026.
Key Terms
form 8-k regulatory
AI-generated analysis. Not financial advice.
PLAINVIEW, N.Y., Feb. 06, 2026 (GLOBE NEWSWIRE) -- Veeco Instruments Inc. (Nasdaq: VECO) (“Veeco”) today announced that its stockholders have voted to approve all proposals related to the Company’s pending merger (the “Merger”) with Axcelis Technologies, Inc. (Nasdaq: ACLS) (“Axcelis”) at its Special Meeting of Stockholders (“Special Meeting”).
The final voting results of the Special Meeting will be reported in a Form 8-K filed by Veeco with the U.S. Securities and Exchange Commission.
The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s Republic of China.
Veeco and Axcelis continue to expect that the Merger will be completed in the second half of 2026.
About Veeco
Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco's systems and service offerings, visit www.veeco.com.
Additional Information About the Potential Transaction and Where to Find It
In connection with the proposed Merger between Axcelis and Veeco pursuant to the Merger Agreement, dated as of September 31, 2025, by and between Axcelis, Veeco and Victory Merger Sub, Inc., on December 8, 2025, Axcelis filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-292008), as amended on December 29, 2025 (the “Registration Statement”). The Registration Statement was declared effective by the SEC on December 31, 2025. Each of Axcelis and Veeco filed a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the SEC on December 31, 2025 and commenced mailing to their respective stockholders on or about December 31, 2025. Each of Axcelis and Veeco may also file with or furnish to the SEC other relevant documents regarding the proposed Merger. This document is not a substitute for the Joint Proxy Statement/Prospectus or any other document that Axcelis or Veeco has filed or may file with or furnish to the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents containing important information about Axcelis, Veeco and the proposed Merger through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis’ website at investor.axcelis.com or by contacting Axcelis’ Investor Relations department by email at Investor-Relations@axcelis.com. Copies of the documents filed with or furnished to the SEC by Veeco will be available free of charge on Veeco’s website at ir.veeco.com or by contacting Veeco’s Investor Relations department by email at Investorrelations@veeco.com.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements included in this document, and any related oral statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining to: (i) future industry demand for semiconductors and wafer fabrication equipment; (ii) future development of regulatory landscape; (iii) Axcelis’ or Veeco’s market position for the future; (iv) forecasts of financial measures for future periods; (v) long-term financial targets and underlying assumptions; (vi) the future investment plan for research and development, technology and infrastructure; (vii) future shareholder returns; and (viii) potential synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,” “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could,” “would,” “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
These forward-looking statements are based on current information and assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory and stockholder approvals, satisfying other closing conditions to the proposed Merger, the expected tax treatment of the proposed Merger, the expected timing of the proposed Merger and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. These risks include, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed Merger or to complete the proposed Merger on anticipated terms and timing; negative effects of the announcement of the proposed Merger; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed Merger will harm business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties in connection with the proposed Merger and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed Merger that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed Merger; the potential impact of the announcement or consummation of the proposed Merger on Axcelis’, Veeco’s or the combined company’s relationships with suppliers, customers, employees and regulators; and demand for the combined company’s products. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political and social conditions in the countries in which Axcelis and Veeco, their respective customers and suppliers operate; disruption to Axcelis’ and Veeco’s respective manufacturing facilities or other operations, or the operations of Axcelis’ and Veeco’s respective customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; Axcelis’, Veeco’s and the combined company’s ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; Axcelis’, Veeco’s and the combined company’s ability to maintain their respective technology advantage and protect their respective proprietary rights; Axcelis’, Veeco’s and the combined company’s ability to compete with new products introduced by their respective competitors; Axcelis’, Veeco’s and the combined company’s ability or the ability of their respective customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China.
For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this Current Report on Form 8-K, please refer to Axcelis’ most recent Annual Report on Form 10-K and Veeco’s most recent Annual Report on Form 10-K, and other subsequent filings with the SEC made by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update these forward-looking statements.
Veeco Contacts
Investor Relations:
Alex Delacroix
Director, Investor Relations
Telephone: (516) 528 1020
Email: adelacroix@veeco.com
Media:
Brenden Wright
Vice President, Communications & HR Operations
Telephone: (410) 984-2610
Email: bwright@veeco.com
Jim Golden / Ed Hammond / Jack Kelleher
Collected Strategies | Veeco-CS@collectedstrategies.com
FAQ
What did Veeco (VECO) announce about the merger with Axcelis on Feb. 6, 2026?
When do Veeco and Axcelis expect the merger (VECO/ACLS) to close?
Has Veeco (VECO) completed all required approvals for the Axcelis merger?
Where will Veeco (VECO) disclose the final voting results for the merger?
What could prevent the VECO–ACLS merger from closing in H2 2026?
