Veeco Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

PLAINVIEW, N.Y., May 16, 2023 (GLOBE NEWSWIRE) -- Veeco Instruments Inc. (“Veeco”) (NASDAQ: VECO) announced today that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private offering. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Veeco also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $30.0 million aggregate principal amount of the notes.

Veeco intends to use the net proceeds from the offering to fund the cash portion, if any, of any Note Exchanges described below and the remainder, if any, for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Veeco intends to use the net proceeds from the sale of such additional notes for general corporate purposes.

Contemporaneously with the pricing of the notes in the offering, Veeco expects to enter into one or more separate and individually negotiated transactions with one or more holders of its outstanding 3.50% convertible senior notes due 2025 (the “2025 Notes”) and/or 3.75% convertible senior notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”) to exchange a portion of the Existing Notes for cash, shares of Veeco’s common stock or a combination thereof on terms to be negotiated separately with each holder (each, a “Note Exchange”).

Veeco expects that holders of the Existing Notes that exchange their Existing Notes in any Note Exchange may enter into or unwind various derivatives with respect to Veeco’s common stock (including entering into derivatives with one or more of the initial purchasers in the offering of notes or their respective affiliates) and/or purchase or sell shares of Veeco’s common stock concurrently with or shortly after pricing of the notes in the offering. This activity could affect the market price of Veeco’s common stock and the initial conversion price of the notes in the offering. Veeco cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes in the offering or Veeco’s common stock.