SAN JOSE, Calif., March 6, 2012-Novellus Systems, Inc. (NASDAQ: NVLS) today reported that it is not making any changes to its prior guidance, announced on the Company's earnings call held on February 2, 2012. In addition, Novellus announced today that due to the pending merger with Lam Research, there will be no scheduled investor conference call to discuss the mid-quarter update.
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This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. In connection with the proposed merger, Lam
Research Corporation ("Lam Research") has filed
with the SEC a registration statement on Form S-4
(File No. 333-179267) that includes a preliminary joint proxy
statement of Lam Research and Novellus Systems, Inc.
("Novellus" or "Novellus Systems") that
also constitutes a preliminary prospectus of Lam Research.
Lam Research and Novellus Systems will furnish the definitive
version of the joint proxy statement/prospectus and other
relevant documents to their respective security holders in
connection with the proposed merger of Lam Research and
Novellus Systems. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, WE URGE SECURITY HOLDERS AND INVESTORS TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT LAM RESEARCH AND NOVELLUS SYSTEMS
AND THE PROPOSED MERGER. The proposals for the merger will be
made solely through the definitive version of the joint proxy
statement/prospectus. In addition, a copy of the joint proxy
statement/prospectus may be obtained free of charge from Lam
Research Corporation, Investor Relations, 4650 Cushing
Parkway, Fremont, CA 94538-6401, or from Novellus Systems,
Investor Relations, 4000 North First Street, San Jose, CA
95134. Security holders will be able to obtain, free of
charge, copies of the joint proxy statement/prospectus and
S-4
Registration Statement and any other documents filed by Lam
Research or Novellus Systems with the SEC in connection with
the proposed merger at the SEC's website at http://www.sec.gov, and at the
companies' websites at www.LamResearch.comand www.Novellus.com,
respectively.
This announcement contains, or may contain,
"forward-looking statements" concerning Lam
Research and Novellus Systems (together such companies and
their subsidiaries being the "Merged Company"),
which are subject to the safe harbor provisions created by
the Private Securities Litigation Reform Act of 1995.
Generally, the words "believe,"
"anticipate," "expect," "may,"
"should," "could," and other
future-oriented terms identify forward-looking statements.
Forward-looking statements include, but are not limited to
Novellus' earnings guidance and statements regarding the
merger.
These forward-looking statements are based upon the current
beliefs and expectations of the management of Novellus
Systems and involve risks and uncertainties that could cause
actual results to differ materially from those expressed in
the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond Novellus
Systems' ability to control or estimate precisely and
include, without limitation: the ability to obtain
governmental or stockholder approvals of the merger or to
satisfy other conditions to the merger on the proposed terms
and timeframe; the effects of litigation, or potential
litigation in connection with the merger or otherwise;
possibility that the merger does not close when expected or
at all, or that the companies may be required to modify
aspects of the merger to achieve regulatory approval; the
ability to realize the expected synergies or other benefits
from the transaction in the amounts or in the timeframe
anticipated; the potential harm to customer, supplier,
employee and other relationships caused by the announcement
or closing of the merger; the ability to integrate Novellus
Systems' and Lam Research's businesses in a timely
and cost-efficient manner; uncertainties in the global
economy and credit markets; unanticipated trends with respect
to the cyclicality of the semiconductor industry; and rates
of change in, future shipments, margins, market share,
capital expenditures, revenue and operating expenses
generally; volatility in quarterly results and in the stock
price of the Merged Company; customer requirements and the
ability to satisfy those requirements; customer capital
spending and their demand for the Merged Company's
products; the ability to defend the Merged Company's
market share and to gain new market share; anticipated growth
in the industry and the total market for wafer-fabrication
and support equipment and the Merged Company's growth
relative to such growth; levels of research and development
expenditures; the estimates made, and the accruals recorded,
in order to implement critical accounting policies (including
but not limited to the adequacy of prior tax payments, future
tax liabilities and the adequacy of the Merged Company's
accruals relating to them); access to capital markets; the
ability to manage and grow the Merged Company's cash
position; the sufficiency of the Merged Company's
financial resources to support future business activities
(including but not limited to the repurchase program,
operations, investments, debt service requirements and
capital expenditures); inventory levels and inventory
valuation adjustments; the impact of legal proceedings;
unexpected shipment delays which adversely
impact shipment volumes; inaccuracies related to the timing
and satisfaction of remaining obligations related to vacated
leases;
the inability to recover the amortized cost of investments in
auction-rate securities, market changes negatively
affecting
auction-rate securities and the government's inability
to guarantee the underlying securities; the inability to
enforce the Merged Company's patents and protect its
trade secrets; and other risks and uncertainties, including
those detailed in the registration statement on form S-4, and
those additional risks and uncertainties detailed from time
to time in Novellus Systems' periodic reports (whether
under the caption Risk Factors or Forward Looking Statements
or elsewhere). Novellus Systems cannot give any assurance
that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance
on these forward-looking statements, which speak only as of
the date of this announcement. Neither Novellus Systems nor
any other person undertakes any obligation to update or
revise publicly any of the forward-looking statements set out
herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Novellus Systems or the Merged Company, following the
implementation of the merger or otherwise. No statement in
this announcement should be interpreted to mean that the
earnings per share, profits, margins or cash flows of the
Merged Company for the current or future financial years
would necessarily match or exceed the historical published
figures.
The directors and executive officers of Lam Research and
Novellus Systems may be deemed to be participants in the
solicitation of proxies in connection with the approval of
the proposed transaction. Lam Research has filed with the SEC
a registration statement on Form S-4 (File No. 333-179267)
that includes the preliminary version of the joint proxy
statement/prospectus. Information regarding Lam
Research's directors and executive officers and their
respective interests in Lam Research by security holdings or
otherwise is available in the joint proxy statement/
prospectus, its Annual Report on Form 10-K filed with the SEC
on August 19, 2011 and its Proxy Statement on Schedule 14A
filed with the SEC on September
19, 2011. Information regarding Novellus Systems'
directors and executive officers and their respective
interests in Novellus
Systems by security holdings or otherwise is available in its
Annual Report on Form 10-K filed with the SEC on February
24,
2012 and its Proxy Statement on Schedule 14A filed with the
SEC on April 8, 2011. Additional information regarding the
interests of such potential participants is or will be
included in the joint proxy statement/prospectus and
registration statement, and other relevant materials to be
filed with the SEC, when they become available, including in
connection with the solicitation of proxies to approve the
proposed transaction.
Novellus Systems, Inc. (NASDAQ: NVLS) is a leading provider of advanced process equipment for the global semiconductor industry. The Company's products deliver value to customers by providing innovative technology backed by trusted productivity. An S&P 500 company, Novellus is headquartered in San Jose, CA with subsidiary offices across the globe. For more information please visit www.novellus.com.