Brooks Automation, Inc.
Filed by Brooks Automation, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Helix Technology Corporation
Commission File No. 333-127945
This filing relates to the proposed merger transaction pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of July 11, 2005 and
amended on August 29, 2005 (the Merger Agreement), by and among
Brooks Automation, Inc., a Delaware corporation (Brooks), Helix Technology Corporation, a Delaware
corporation (Helix), and Mt. Hood Corporation, a Delaware corporation and a wholly-owned subsidiary
of Brooks. The Merger Agreement is on file with the Securities and Exchange Commission (the SEC) as an
exhibit to the Current Report on Form 8-K filed by each of Brooks and Helix on July 11, 2005, and is
incorporated by reference into this filing.
The following is the text of a press release.
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Brooks Automation, Inc.
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Tel (978) 262-2400 |
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15 Elizabeth Drive
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Fax (978) 262-2500 |
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Chelmsford, MA 01824
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www.brooks.com |
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Contacts: |
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Mark B. Chung
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Beverly L. Couturier |
Director of Investor Relations
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Director of Investor Relations |
Brooks Automation, Inc.
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Helix Technology Corporation |
Telephone: (978) 262-2459
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Telephone: (508) 337-5111 |
mark.chung@brooks.com
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BCouturier@helixtechnology.com |
Brooks Automation and Helix Technology Announce Expiration of HSR Waiting Period for Merger
CHELMSFORD, MA, and MANSFIELD, MA, September 7, 2005 Brooks Automation, Inc (Nasdaq: BRKS)
and Helix Technology Corporation (Nasdaq: HELX) today announced the expiration of the waiting period
under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, applicable to
Brooks proposed merger with Helix. Termination or expiration of this waiting period is a
condition to the proposed merger between the two companies. Completion of the transaction is
subject to stockholder approval of each company and other customary closing conditions, and is
expected to occur in the fourth calendar quarter of 2005.
About Brooks Automation, Inc.
Brooks is a leading worldwide provider of automation solutions to the global semiconductor and
related industries. The companys factory and tool automation hardware, software and professional
services can manage every wafer, reticle and data movement in the fab, helping customers improve
throughput and yield while reducing both cost and time to market. Brooks products and services are
used in virtually every fab in the world as well as by many customers in industries outside of
semiconductor manufacturing. For more information, visit http://www.brooks.com.
Creating Manufacturing Efficiency. Accelerating Your Profit.
Press Release
About
Helix Technology Corporation
Helix Technology Corporation (Nasdaq: HELX) is a global leader in the development and
application of innovative solutions in the field of vacuum technology. Helix product offerings
provide a broad range of components and subsystems that are key to the manufacture of
semiconductors, flat panel displays and data storage devices. In addition, Helixs highly regarded
Global Support activity provides critical ongoing operational support services to semiconductor
device producers throughout the world. For more information, visit
www.helixtechnology.com .
Important Additional Information to be Filed with the SEC
In connection with the proposed transaction, Brooks has filed a Registration Statement on Form S-4
containing a Joint Proxy Statement/Prospectus with the Securities and Exchange Commission (SEC).
Security holders of each company and other investors are urged to read the Registration Statement
and any other relevant documents filed with the SEC, including the Joint Proxy Statement/Prospectus
that is part of the Registration Statement because they will contain important information about
Brooks, Helix, the proposed transaction and related matters. The final Joint Proxy
Statement/Prospectus will be mailed to stockholders of Brooks and Helix. Security holders and
investors of Brooks and Helix will be able to obtain free copies of the Registration Statement and
the Joint Proxy Statement/Prospectus, as well as other filings with the SEC that are incorporated
by reference into such documents, containing information about Brooks and Helix, without charge, at
the SECs Internet site (http://www.sec.gov). These documents can also be obtained, without
charge, by directing a request to Brooks Automation, 15 Elizabeth Drive, Chelmsford, MA 01824,
Attention: Investor Relations Dept., telephone: 978-262-2602, or at mark.chung@brooks.com; or to
Helix Technology Corporation, Nine Hampshire Street, Mansfield, MA 02048, Attention: Investor
Relations Dept., telephone: (508) 337-5111, or at investors@helixtechnology.com. In addition,
investors and security holders may access copies of the documents filed with the SEC by Brooks or
Helix on their respective Web sites at www.brooks.com or www.helixtechnology.com.
Participants in Solicitation
Brooks, Helix and their respective directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies from Brooks and Helix
stockholders in respect of the proposed transaction. Information regarding Brooks participants is
available in Brooks Annual Report on Form 10-K for the year ended September 30, 2004, and the
proxy statement, dated January 10, 2005, for its 2005 annual meeting of stockholders, which are
filed with the SEC. Information regarding Helixs participants is available in Helixs Annual
Report on Form 10-K for the year ended December 31, 2004, and the proxy statement, dated May 2,
2005, for its 2005 annual meeting of stockholders, which are filed with the SEC. Additional
information regarding interests of such participants will be included in the Registration Statement
containing the Joint Proxy Statement/Prospectus to be filed with the SEC.
Cautionary Statement Concerning Forward-Looking Statements. Statements in this press release
regarding the proposed transaction, and the expected timetable for completing the transaction,
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These include statements concerning the benefits of the
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Innovation Excellence Agility Value
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Press Release
proposed transaction, the combined companys status as a premier provider of integrated subsystems
solutions primarily for the semiconductor capital equipment market; trends in the semiconductor
manufacturing industry, including the trend among semiconductor capital equipment manufacturers to
outsource production of certain of their systems and growth trends within the market segments in
which the combined company will compete; the strength, profitability and capabilities of the
combined company; the ability of the combined company to achieve efficiencies, profitability and
growth; the capabilities and market acceptance of the combined companys products going forward;
the impact of the acquisition and merger in mitigating the volatility of financial performance; and
the importance of size and scale as a factor in competing in the market segments in which the
combined company will operate. Such statements are based upon the current beliefs and expectations
of Brooks and Helixs management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. Any statements that are
not statements of historical fact (including statements containing the words believes, plans,
anticipates, expects, estimates and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements,
including: the failure of Brooks and Helix stockholders to approve the transaction; the ability of
Brooks to successfully integrate Helixs operations and employees; the risk that the cost savings
and any other synergies from the transaction may not be fully realized or may take longer to
realize than expected; disruption from the transaction making it more difficult to maintain
relationships with customers and employees; and competition and its effect on pricing, spending,
third-party relationships and revenues. Additional factors that may affect future results are
contained in Brooks and Helixs filings with the SEC, including Brooks Annual Report on Form 10-K
for the year ended September 30, 2004, and Helixs Annual Report on Form 10-K for the year ended
December 31, 2004, which are available at the SECs Internet site (http://www.sec.gov). The
information set forth herein speaks only as of the date hereof, and Brooks and Helix disclaim any
intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this press release.
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