SOURCE: Rudolph Technologies, Inc.

June 28, 2005 09:22 ET

Rudolph Adopts Stockholder Rights Plan

FLANDERS, NJ -- (MARKET WIRE) -- June 28, 2005 -- Rudolph Technologies, Inc. (NASDAQ: RTEC) today announced that the Board of Directors of Rudolph has adopted a Stockholder Rights Plan (the "Rights Plan"). The Rights Plan is intended to enable all Rudolph stockholders to realize the long-term value of their investment in Rudolph. The Rights Plan will not prevent a takeover, but should encourage anyone seeking to acquire Rudolph to negotiate with the Board of Directors prior to attempting a takeover. The Rights Plan will expire in 2015.

Pursuant to the Rights Plan, the Rudolph Board declared a dividend distribution of one Preferred Share Purchase Right (a "Right") on each outstanding share of Rudolph common stock. Subject to limited exceptions, the Rights will be exercisable if a person or group acquires 15% or more of Rudolph' common stock or announces a tender offer for 15% or more of the common stock. Under certain circumstances, each Right will entitle stockholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of Rudolph at an exercise price of $120. The Rudolph Board will be entitled to redeem the Rights at $0.001 per Right at any time before a person has acquired 15% or more of the outstanding common stock.

The Agreement exempts each of (i) August Technology Corporation ("August"), by virtue of those certain Parent Voting Agreements (as defined in that certain Agreement and Plan of Merger, dated as of the date of the Rights Plan, between the Company, NS Merger Sub, Inc. and August), and (ii) Liberty Partners Holdings 11, L.L.C and its affiliates and associates.

The Rights are not being distributed in response to any specific effort to acquire control of Rudolph. The Rights are designed to assure that all Rudolph stockholders receive fair and equal treatment in the event of any proposed takeover of Rudolph and to guard against partial tender offers, open market accumulations and other potentially abusive tactics to gain control of Rudolph, while not foreclosing a fair acquisition bid for Rudolph.

If a person becomes an Acquiring Person, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of common shares of Rudolph having a market value at that time of twice the Right's exercise price, other than Rights held by the Acquiring Person which will become void and will not be exercisable. An Acquiring Person is defined as a person who acquires 15% or more of the outstanding common stock of Rudolph. If Rudolph is acquired in a merger or other business combination transaction that has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price.

The dividend distribution to establish the new Rights Plan will be payable to stockholders of record on June 28, 2005. The Rights distribution is not taxable to stockholders.


Rudolph Technologies is a worldwide leader in the design, development and manufacture of high-performance process control metrology and defect inspection systems used by semiconductor device manufacturers. The Company's products provide a full-fab solution through its families of proprietary systems, which are used throughout the device manufacturing process. Rudolph's product development has successfully anticipated and addressed many emerging trends that are driving the semiconductor industry's growth in order to enhance the competitiveness of its products in the marketplace. The Company's success in creating complementary metrology and inspection applications through aggressive research and development is key to Rudolph's strategy for continued technological and market leadership.


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "would," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of those and other comparable words and phrases. Rudolph wishes to take advantage of the "safe harbor" provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond the control of Rudolph. Factors that could cause actual results to differ materially include, but are not limited to: (1) cyclicality of the semiconductor industry; (2) customer concentration; (3) introduction of new products by our competitors; and (4) sole or limited sources of supply. Factors that May Affect Future Results" in Rudolph's Form 10-K filed for the year ended December 31, 2004, which also summarizes certain other risks and uncertainties. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Rudolph does not assume any obligation to update the forward-looking information contained in this press release.

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    Steven Roth