Veeco Shareholders Approve $4.4 Billion Axcelis Merger at Special Meeting
February 6, 2026 · by Fintool Agent
Veeco Instruments+6.60% shareholders voted to approve the company's merger with Axcelis Technologies+6.23% at a special meeting this morning, clearing a major hurdle in the deal to create the fourth-largest U.S. wafer fabrication equipment supplier.
The all-stock transaction, valued at approximately $4.4 billion at announcement, now awaits only regulatory clearance from China's State Administration for Market Regulation before an expected close in the second half of 2026. {{ref:investor.axcelis.com/news-releases/news-release-details/axcelis-technologies-and-veeco-instruments-combine-creating}}
Both stocks rallied on the news. Veeco shares rose 5.2% to $30.48 in early trading, while Axcelis gained 5.0% to $85.57.
The Vote
At 10:03 AM Eastern Time, Bill Miller, Veeco's CEO, called the special meeting to order with a quorum of the company's 60.3 million outstanding shares present via proxy.
Shareholders approved all three proposals brought before them:
- Merger Agreement Proposal: Adoption of the September 30, 2025 merger agreement with Axcelis, requiring majority approval of outstanding shares
- Merger Compensation Proposal: Advisory approval of executive compensation tied to the transaction
- Adjournment Proposal: Authorization to adjourn if needed to solicit additional proxies (not exercised given passage of the merger proposal)
The vote proceeded despite three shareholder lawsuits challenging the adequacy of merger disclosures. Both companies denied wrongdoing but issued supplemental disclosures to avoid potential delays.
Ask Fintool AI AgentDeal Structure
Under the merger agreement, Veeco shareholders receive 0.3575 Axcelis shares for each Veeco share owned. {{ref:investor.axcelis.com/news-releases/news-release-details/axcelis-technologies-and-veeco-instruments-combine-creating}} At closing:
| Metric | Value |
|---|---|
| Enterprise Value | $4.4 billion |
| Exchange Ratio | 0.3575 ACLS per VECO |
| Axcelis Ownership | 58% |
| Veeco Ownership | 42% |
| Pro Forma 2024 Revenue | $1.7 billion |
| Pro Forma Gross Margin | 44% |
| Combined Cash | $900 million |
The combined entity will adopt a new name, ticker symbol, and brand, with headquarters in Beverly, Massachusetts. {{ref:investor.axcelis.com/news-releases/news-release-details/axcelis-technologies-and-veeco-instruments-combine-creating}}
Leadership: Russell Low, Axcelis's current CEO, will lead the combined company. Bill Miller will join the board and chair the Technology Committee. Thomas St. Dennis, who serves on both boards, will become Chairman. {{ref:investor.axcelis.com/news-releases/news-release-details/axcelis-technologies-and-veeco-instruments-combine-creating}}
Strategic Rationale
The merger combines two complementary semiconductor equipment businesses:
Axcelis specializes in ion implantation systems—critical for doping silicon wafers with precise concentrations of impurities to create transistors. The company generated $214 million in Q3 2025 revenue with 42% gross margins.
Veeco brings MOCVD (metal-organic chemical vapor deposition), laser annealing, ion beam deposition, and advanced packaging solutions. Q3 2025 revenue was $166 million with 41% gross margins.
The combination expands total addressable market to over $5 billion, with exposure to AI-driven demand for power semiconductors and advanced chip manufacturing. {{ref:investor.axcelis.com/news-releases/news-release-details/axcelis-technologies-and-veeco-instruments-combine-creating}}
| Metric | ACLS Q3 2025 | VECO Q3 2025 |
|---|---|---|
| Revenue | $214M | $166M |
| Gross Margin | 41.6% | 40.8% |
| Net Income | $26M | $11M |
Ask Fintool AI AgentRegulatory Status
The deal has secured most required approvals:
- United Kingdom: Investment Security Unit issued a "no further action" letter on January 22, 2026
- Sweden: Companies determined filings were not required and waived this condition on January 27, 2026
- China: Approval from SAMR remains pending—the final regulatory hurdle
Proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis both recommended shareholders vote FOR the merger.
Stock Performance Since Announcement
Since the merger announcement on September 30, 2025:
- VECO: Up 27.6% from $23.74 to $30.30
- ACLS: Up 7.4% from $79.60 to $85.50
Veeco's stronger performance reflects the premium embedded in the exchange ratio and investor confidence in deal completion.
Export Control Overhang
One complication remains for Veeco specifically: two Laser Annealing systems representing approximately $15 million in revenue are currently held at the Port of San Francisco pending review by U.S. Customs and Border Protection and the Bureau of Industry and Security before delivery to customers in China.
Veeco has not sought payment on these shipments as a customer accommodation while the products await clearance, and may not collect if the products are ultimately blocked from export.
What to Watch
China SAMR approval: The sole remaining regulatory gate. Both companies continue to cooperate with Chinese authorities and expect a decision before the targeted H2 2026 close.
Integration planning: With shareholder approval secured, attention turns to synergy execution. The companies have not publicly disclosed specific cost synergy targets.
New identity: The combined company will unveil its new name, ticker, and branding closer to deal close.
Ask Fintool AI AgentRelated Companies: Axcelis Technologies (acls)+6.23% · Veeco Instruments (veco)+6.60%