Important to Have Full Experienced Board in Place as Axcelis Moves
Forward With Effort to Enter Discussions With Sumitomo Heavy
Industries and Other Business Matters
Board Will Consider Recommending Declassification of Board of
Directors At Next Annual Meeting of Stockholders
BEVERLY, Mass., May 23, 2008 (PRIME NEWSWIRE) -- Axcelis Technologies, Inc. (Nasdaq:ACLS) today reported that the Board of Directors has determined it is not in the best interests of the Company to accept the offers of resignation submitted by the three directors - Stephen R. Hardis, R. John Fletcher and H. Brian Thompson - who were re-elected at the Annual Meeting of Stockholders on May 1, 2008. Because each of the three received less than a majority of the stockholder vote in support of re-election, under Axcelis' corporate governance policies, each was required to offer to resign from the Board. Two separate issues led a majority of the shareholders to withhold authority from the election of the three directors - the failure of the Board to recommend in favor of the declassification proposal and the desire of some shareholders for the Company to engage in discussions with Sumitomo Heavy Industries ("SHI").
Axcelis stated that after receiving the recommendation of the Nominating and Governance Committee, the Board considered each of the offered resignations and determined not to accept them. Messrs. Hardis, Fletcher and Thompson did not participate in the consideration of the offers of resignation.
In making their determination, the Board considered a number of factors relevant to the best interests of Axcelis. The Board noted that the three directors are experienced and knowledgeable about the Company, and that if their resignations were accepted, the Board would be left with only four remaining directors. One or more of the three directors serves on each of the key committees of the Company and Mr. Hardis serves as lead director. The Board believed that losing this experience and knowledge would harm the Company. The Board also noted that retention of these directors is particularly important if Axcelis is able to move forward on discussions with SHI following finalization of an appropriate non-disclosure agreement
The Board also expressed its intention to be responsive to the shareholder concerns that gave rise to the withhold votes. The Board is seeking to engage in confidential discussions with SHI and, prior to next year's Annual Meeting, the Board will consider recommending in favor of a declassification proposal at that meeting.
Axcelis stated, "The decision by the Board of Directors assures that Axcelis has the full range of expertise and oversight in place as it proceeds with the business of the Company and potential discussions with SHI. The Board remains committed to serving the long-term business interests of Axcelis and to building the Company's value for all stockholders."
About Axcelis Technologies, Inc.
Axcelis Technologies, Inc., headquartered in Beverly, Massachusetts, provides innovative, high-productivity solutions for the semiconductor industry. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation and cleaning systems. Axcelis also licenses its 50% owned joint venture, SEN Corporation, an SHI and Axcelis Company, to manufacture and sell certain implant products in Japan. The company's Internet address is: www.axcelis.com.