Veeco Announces Proposed Private Offering of $150 Million of Convertible Senior Notes - Seite 3

Veeco has been advised that, in connection with establishing their initial hedge of the capped call transactions, the capped call counterparties or their affiliates expect to enter into various derivative transactions with respect to Veeco’s common stock and/or purchase shares of Veeco’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Veeco’s common stock or the notes at that time.

In addition, Veeco has been advised that the capped call counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Veeco’s common stock and/or purchasing or selling Veeco’s common stock or other securities of Veeco in secondary market transactions following the pricing of the notes and prior to the maturity of the notes. This activity could also cause or avoid an increase or a decrease in the market price of Veeco’s common stock or the notes, which could affect the number of shares and the value of the consideration that holders will receive upon conversion of the notes.

The issuance of the notes and the shares of common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act or any state securities laws. Unless a subsequent resale is registered under the Securities Act, the notes and the shares of common stock issuable upon conversion of the notes, if any, may only be offered or sold in the United States in a transaction that is exempt from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the notes will be made only to persons reasonably believed to be qualified institutional buyers by means of a private offering memorandum in accordance with Rule 144A under the Securities Act.