Veeco Announces Proposed Private Offering of $200 Million of Convertible Senior Notes - Seite 2

The notes will be Veeco’s senior unsecured obligations. The notes will mature on June 1, 2029, unless earlier redeemed, repurchased or converted. Veeco may not redeem the notes prior to June 8, 2026. On or after June 8, 2026, Veeco may redeem for cash all or a portion of the notes, at Veeco’s election, if the last reported sale price of Veeco’s common stock has been at least 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Veeco provides notice of redemption. Veeco will settle any conversions of the notes by paying cash up to the aggregate principal amount of the notes to be converted, and paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of common stock, at Veeco’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes to be converted. The interest rate, initial conversion rate, and other terms of the notes will be determined by negotiations between Veeco and the initial purchasers 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.