Veeco Announces Pricing of Private Offering of $205 Million of 2.875% Convertible Senior Notes - Seite 2

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.

The notes will be Veeco’s general senior unsecured obligations. The notes will bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The notes will mature on June 1, 2029, unless earlier redeemed, repurchased or converted. The initial conversion rate for the notes is 34.2185 shares of Veeco’s common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $29.22 per share of Veeco common stock). Prior to the close of business on the business day immediately preceding February 1, 2029, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the business day immediately preceding the maturity date. 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.

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 at a cash redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.