Ultratech, Inc.
ULTRATECH INC (Form: DEFM14A, Received: 04/24/2017 16:54:49)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant o

Filed by a Party other than the Registrant ý

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Ultratech, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        $25,560.57
 
    (2)   Form, Schedule or Registration Statement No.:
        Form S-4 (No. 333-216661)
 
    (3)   Filing Party:
        Veeco Instruments Inc.
 
    (4)   Date Filed:
        March 13, 2017
 

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GRAPHIC

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Ultratech Stockholders:

        On February 2, 2017, Veeco Instruments Inc. ("Veeco") and Ultratech, Inc. and ("Ultratech") entered into an Agreement and Plan of Merger, dated as of February 2, 2017 (the "merger agreement") that provides for the acquisition of Ultratech by Veeco. Under the terms of the merger agreement, a subsidiary of Veeco will merge with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco (the "merger").

        If the merger is completed, you will be entitled to receive, in exchange for each share of Ultratech common stock held by you at the effective time (as defined below) of the merger, (1) $21.75 in cash without interest, (2) 0.2675 of a share of Veeco common stock, subject to the conditions and restrictions set forth in the merger agreement and (3) cash in lieu of fractional shares of Veeco common stock as contemplated by the merger agreement, subject to the terms and conditions of the merger agreement. The implied value of the stock portion of the merger consideration will fluctuate as the market price of Veeco common stock fluctuates. You should obtain current stock price quotations for Ultratech common stock and Veeco common stock before deciding how to vote with respect to the adoption of the merger agreement.

        Based on the number of shares of Ultratech common stock outstanding as of April 17, 2017, and the number of shares of Veeco common stock outstanding as of April 17, 2017, it is expected that, immediately after completion of the merger, former Ultratech stockholders will own approximately 15% of the outstanding shares of Veeco common stock. The shares of Veeco common stock are traded, and following the merger will continue to be traded, on The NASDAQ Stock Market under the symbol "VECO."

        Ultratech will hold a special meeting of its stockholders to vote on matters related to the proposed merger. The special meeting will be held on May 25, 2017, at 2:00 p.m., local time, at the offices of O'Melveny & Myers LLP, located at 2765 Sand Hill Road, Menlo Park, California 94025. At the special meeting, Ultratech stockholders will be asked to adopt the merger agreement. In addition, Ultratech stockholders will be asked to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger and to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

         The Ultratech board unanimously recommends that Ultratech stockholders vote:

         Your vote is important . We cannot complete the merger without the adoption of the merger agreement by Ultratech stockholders. It is important that your shares be represented and voted regardless of the size of your holdings. A failure to vote will have the same effect as a vote "AGAINST" the adoption of the merger agreement. Whether or not you plan to attend the special meeting, we urge you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the accompanying proxy statement/prospectus.

         The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the merger agreement, the merger and the matters to be presented at the special meeting. We urge you to read the accompanying proxy statement/prospectus carefully and in its entirety, including the section entitled "Risk Factors" beginning on page 38 of the accompanying proxy statement/prospectus.

        We look forward to seeing you at the special meeting and thank you for your continued support of, and interest in, Ultratech.

Sincerely,

GRAPHIC

Arthur W. Zafiropoulo
Chairman of the Board and Chief Executive Officer

April 24, 2017

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued in connection with the merger or determined if the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement/prospectus is dated April 24, 2017 and is first being mailed to Ultratech stockholders on or about April 24, 2017.


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ULTRATECH, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Date:   May 25, 2017

Time:

 

2:00 p.m., local time

Place:

 

2765 Sand Hill Road, Menlo Park, California 94025

Items of Business:

 

1.

 

Merger Proposal . To vote on a proposal (the "Merger Proposal") to adopt the Agreement and Plan of Merger, dated as of February 2, 2017 (the "merger agreement"), by and among Ultratech,  Inc., a Delaware corporation ("Ultratech"), Veeco Instruments Inc., a Delaware corporation ("Veeco"), and Ulysses Acquisition Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of Veeco ("Merger Subsidiary"), which provides for the merger of Merger Subsidiary with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco (the "merger").

 

 

2.

 

Non-Binding, Advisory Approval of Compensation Payments. To vote on a proposal (the "Compensation Proposal") to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger.

 

 

3.

 

Adjournment of the Special Meeting. To vote on a proposal (the "Adjournment Proposal") to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal.

 

 

Ultratech will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

Record Date:

 

Only Ultratech stockholders of record at the close of business on April 20, 2017 (the "record date") may vote at the special meeting or at any postponement or adjournment of the meeting.

Recommendations of the Ultratech Board of Directors:

 

The Ultratech Board of Directors unanimously recommends that Ultratech stockholders vote "FOR" the Merger Proposal; "FOR" the Compensation Proposal; and "FOR" the Adjournment Proposal.

        Please carefully read the accompanying proxy statement/prospectus, which describes the matters to be voted upon at the special meeting and how to vote your shares. Your vote is very important. To ensure your representation at the special meeting, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

BY ORDER OF THE BOARD OF DIRECTORS

GRAPHIC

Arthur W. Zafiropoulo
Chairman of the Board and Chief Executive Officer

This Notice of Special Meeting of Stockholders is being distributed and made available on or about April 24, 2017.


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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Veeco and Ultratech from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803
Telephone: (516) 677-0200
Attn: Investor Relations
  Ultratech, Inc.
3050 Zanker Road
San Jose, California 95134
Telephone: (408) 321-8835
Attn: Investor Relations

 

 

or

 

 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders call toll-free: (800) 967-5085
Banks and Brokers call collect: (212) 269-5550
Email:
ultratech@dfking.com

        Investors may also consult Veeco's and Ultratech's websites for more information concerning the merger described in this proxy statement/prospectus. Veeco's website is www.Veeco.com and Ultratech's website is www.Ultratech.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.

        In addition, if you have questions about the merger, the special meeting, or the proposals to be considered at the special meeting, need additional copies of this document and the annexes to this document, or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Ultratech's proxy solicitor, D.F. King & Co., Inc., at the address and telephone number set forth above.

         If you would like to request any documents, please do so by May 18, 2017 in order to receive them before the special meeting.

         For more information, please see the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the "SEC") by Veeco, constitutes a prospectus of Veeco under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Veeco common stock to be issued pursuant to the merger. This proxy statement/prospectus also constitutes a proxy statement for Ultratech under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It also constitutes a notice of meeting with respect to the special meeting.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. Veeco and Ultratech take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you and, if given, such information must not be relied on as having been authorized. This proxy statement/prospectus is dated April 24, 2017. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this proxy statement/prospectus to Ultratech stockholders nor the issuance by Veeco of shares of Veeco common stock in connection with the merger will create any implication to the contrary.

         This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding Veeco has been provided by Veeco and information contained in this proxy statement/prospectus regarding Ultratech has been provided by Ultratech.

         All references in this proxy statement/prospectus to "Veeco" refer to Veeco Instruments Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context requires otherwise; all references in this proxy statement/prospectus to "Ultratech" refer to Ultratech, Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context requires otherwise; all references to "Merger Subsidiary" refer to Ulysses Acquisition Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of Veeco formed for the sole purpose of effecting the merger; unless otherwise indicated or as the context requires, all references in this proxy statement/prospectus to "we," "our" and "us" refer to Veeco and Ultratech, collectively; unless otherwise indicated or as the context requires, all references to the "merger agreement" refer to the Agreement and Plan of Merger dated as of February 2, 2017, by and among Veeco, Merger Subsidiary and Ultratech, a copy of which is included as Annex A to this proxy statement/prospectus. All summaries of, and references to, the merger agreement are qualified by the full copy of and complete text of such agreement in the form attached hereto as Annex A. Also, in this proxy statement/prospectus, "$" refers to U.S. dollars.

         Ultratech stockholders should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. Ultratech stockholders should consult with their own legal, tax, financial or other professional advisors.

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  Page

QUESTIONS AND ANSWERS

  v

SUMMARY

  1

The Companies

  1

Comparative Market Price and Dividend Information (Unaudited)

  2

Risk Factors

  2

The Ultratech Special Meeting

  3

The Merger

  4

The Merger Agreement

  7

The Support Agreement

  15

Material U.S. Federal Income Tax Consequences

  16

Accounting Treatment

  16

Comparison of Stockholders' Rights

  16

THE COMPANIES

  17

Veeco Instruments Inc. 

  17

Ultratech, Inc. 

  17

Ulysses Acquisition Subsidiary Corp. 

  17

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VEECO

  18

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ULTRATECH

  19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  21

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  25

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

  35

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION (UNAUDITED)

  36

Historical Market Price Information

  36

Recent Closing Prices and Comparative Market Price Information

  37

Dividend Policy

  37

RISK FACTORS

  38

Risk Factors Relating to the Merger

  38

Risk Factors Related to Veeco Following the Merger

  44

Other Risk Factors of Veeco and Ultratech

  45

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  46

THE ULTRATECH SPECIAL MEETING

  47

Date, Time and Location

  47

Purpose

  47

Recommendation of the Ultratech Board

  47

Record Date and Quorum

  47

Required Vote

  48

Share Ownership and Voting by Ultratech Directors and Executive Officers

  49

Voting of Shares

  49

Revocation of Proxies

  50

Solicitation of Proxies; Costs of Solicitation

  50

Tabulation of Votes

  50

Adjournments and Postponements

  51

Attending the Special Meeting

  51

Assistance

  52

PROPOSAL 1: THE MERGER PROPOSAL

  53

Required Vote

  53

Recommendation of the Ultratech Board

  53

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  Page

PROPOSAL 2: THE COMPENSATION PROPOSAL

  54

Required Vote

  54

Recommendation of the Ultratech Board

  54

PROPOSAL 3: THE ADJOURNMENT PROPOSAL

  55

Required Vote

  55

Recommendation of the Ultratech Board

  55

THE MERGER

  56

Effects of the Merger

  56

Background of the Merger

  56

Recommendation of the Ultratech Board; Ultratech's Reasons for the Merger

  70

Opinion of Ultratech's Financial Advisor

  75

Certain Unaudited Prospective Ultratech and Veeco Financial Information

  84

Interests of Ultratech's Directors and Executive Officers in the Merger

  88

Regulatory Clearances Required for the Merger

  94

Dividends and Distributions

  95

Listing of Shares of Veeco Common Stock

  95

Delisting and Deregistration of Ultratech Common Stock

  95

Appraisal Rights

  95

Litigation Related to the Merger

  99

THE MERGER AGREEMENT

  100

The Merger

  100

Merger Consideration

  100

Treatment of Ultratech Options and Other Equity-Based Awards

  101

Effect of the Merger; Effective Time; Organizational Documents of the Surviving Corporation

  102

Conversion of Shares

  102

Exchange Agent; Letter of Transmittal

  103

Appraisal Rights

  103

Withholding

  104

Dividends and Distributions

  104

Representations and Warranties of Veeco, Merger Subsidiary and Ultratech

  104

Material Adverse Effect

  107

Conduct of Businesses of Ultratech and Veeco Prior to Completion of the Merger

  108

Preparation of the Form S-4 and the Proxy Statement/Prospectus

  111

Board Obligation to Call a Stockholders Meeting

  111

Ultratech's Agreement Not to Solicit Other Offers

  111

Ultratech's Agreement Not to Change the Ultratech Board Recommendation

  113

Reasonable Best Efforts to Consummate the Merger; Regulatory Filings

  115

Employee Matters

  116

Directors' and Officers' Indemnification and Insurance

  117

Litigation Related to the Transaction

  118

Stock Exchange Listing and Delisting

  119

Financing

  119

Other Covenants

  119

Conditions to Closing

  119

Termination of the Merger Agreement

  121

Effect of Termination

  122

Termination Fee Payable by Ultratech

  123

Fees and Expenses

  123

Amendments; Waivers

  123

Governing Law and Venue; Waiver of Jury Trial

  124

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  Page

Specific Performance; Exclusive Remedy

  124

THE SUPPORT AGREEMENT

  125

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

  126

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

  127

U.S. Federal Income Tax Consequences of the Merger to Non-U.S. Holders

  128

Information Reporting and Backup Withholding

  128

ACCOUNTING TREATMENT

  129

ULTRATECH SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  130

DESCRIPTION OF VEECO CAPITAL STOCK

  133

COMPARISON OF STOCKHOLDERS' RIGHTS

  135

LEGAL MATTERS

  141

EXPERTS

  141

Veeco

  141

Ultratech

  141

FUTURE ULTRATECH STOCKHOLDER PROPOSALS

  141

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS

  142

OTHER MATTERS

  143

WHERE YOU CAN FIND MORE INFORMATION

  143

Annex A MERGER AGREEMENT

 
A-1

Annex B OPINION OF ULTRATECH'S FINANCIAL ADVISOR

  B-1

Annex C SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

  C-1

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QUESTIONS AND ANSWERS

         The following are some questions that you, as a stockholder of Ultratech, Inc. ("Ultratech") may have regarding the merger and the other matters being considered at the special meeting and the answers to those questions. Veeco Instruments Inc. ("Veeco") and Ultratech urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meeting. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this proxy statement/prospectus.


General Questions and Answers about the Merger

Q:
What is the proposed transaction on which I am being asked to vote?

A:
You are being asked to vote to adopt the Agreement and Plan of Merger, dated as of February 2, 2017 (the "merger agreement"), entered into by and among Veeco, Ulysses Acquisition Subsidiary Corp., a wholly owned subsidiary of Veeco ("Merger Subsidiary"), and Ultratech. A copy of the merger agreement is included as Annex A to this proxy statement/prospectus. Pursuant to the merger agreement, Merger Subsidiary will merge with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco (the "merger").
Q:
Why am I receiving this proxy statement/prospectus?

A:
This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the special meeting, and you should read it carefully. It is a proxy statement because the Ultratech Board of Directors (the "Ultratech board") is soliciting proxies from its stockholders. It is a prospectus because Veeco will issue shares of Veeco common stock to Ultratech's stockholders in connection with the merger. The enclosed materials allow you to have your shares voted by proxy without attending the special meeting in person. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:
What will Ultratech stockholders receive for their shares of Ultratech common stock in the merger?

A:
If the merger is completed, Ultratech stockholders will be entitled to receive, in exchange for each share of Ultratech common stock they hold at the effective time (as defined below) of the merger, (1) $21.75 in cash without interest (the "cash consideration"), (2) 0.2675 shares of Veeco common stock, subject to the conditions and restrictions set forth in the merger agreement (the "stock consideration" and, together with the cash consideration, the "merger consideration"), and (3) cash in lieu of fractional shares of Veeco common stock as contemplated by the merger agreement, subject to adjustment in certain cases as described in the merger agreement. See the section entitled "The Merger Agreement—The Merger" beginning on page 100 of this proxy statement/prospectus.

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Q:
What is the value of the merger consideration?

A:
The value of the cash consideration is fixed at $21.75. However, the value of the stock consideration will fluctuate as the market price of Veeco common stock fluctuates before the completion of the merger. This price at closing will not be known at the time of the special meeting and may be more or less than the current price of Veeco common stock or the price of Veeco common stock at the time of the special meeting. Based on the closing stock price of Veeco common stock on Nasdaq on February 1, 2017, the last trading day before the public announcement of the execution of the merger agreement, of $25.75, the value of the stock consideration was $6.89. Based on the closing stock price of Veeco common stock on Nasdaq on April 21, 2017, the latest practicable date before the mailing of this proxy statement/prospectus, of $31.00, the value of the stock consideration was $8.29. We urge you to obtain current market quotations for shares of Veeco common stock and Ultratech common stock. See the sections entitled "The Merger Agreement—The Merger" beginning on page 100 of this proxy statement/prospectus.

Q:
When will I receive the merger consideration to which I am entitled?

A:
After the merger is completed, when you properly complete and return the letter of transmittal and any other documents reasonably required by the exchange agent, you will receive the merger consideration and any fractional share cash amount into which the shares have been converted. More information may be found under the section entitled "The Merger Agreement—Exchange Agent; Letter of Transmittal" beginning on page 103 of this proxy statement/prospectus.

Q:
Does my vote matter?

A:
Yes. The merger cannot be completed unless the merger agreement is approved by the Ultratech stockholders. If you fail to submit a proxy or vote in person at the special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote "against" the approval of the merger agreement. The Ultratech board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement.

Q:
After the Merger, how much of Veeco will Ultratech stockholders own?

A:
Based on the number of shares of Ultratech common stock outstanding as of April 17, 2017, and the number of shares of Veeco common stock outstanding as of April 17, 2017, it is expected that, immediately after completion of the merger, former Ultratech stockholders will own approximately 15% of the outstanding shares of Veeco common stock.

Q:
Will Ultratech stockholders be able to trade the shares of Veeco common stock that they receive in the transaction?

A:
Yes. Shares of Veeco common stock are listed on Nasdaq under the symbol "VECO". Shares of Veeco common stock received in exchange for shares of Ultratech common stock in the merger will be freely transferable under U.S. federal securities laws.

Q:
What will I receive in the merger in exchange for my equity awards?

A:
Stock Options .    At or immediately prior to the effective time of the merger, each outstanding option to purchase shares of Ultratech common stock (each, an "Ultratech Option") will vest and be canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Ultratech common stock subject to such Ultratech Option immediately prior to the effective time and (ii) the excess, if any, of (A) the Equity Award Merger

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Q:
Do any of Ultratech's directors or executive officers have interests in the merger that may differ from those of Ultratech stockholders?

A:
Ultratech's non-employee directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Ultratech stockholders generally. The Ultratech board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that Ultratech stockholders adopt the merger agreement. For a description of these interests, refer to the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger" beginning on page 88 of this proxy statement/prospectus.

Q:
What is required to complete the merger?

A:
Each of Veeco's and Ultratech's obligation to consummate the merger is subject, as relevant, to a number of conditions specified in the Merger Agreement, including the following: (1) adoption by Ultratech stockholders of the merger agreement; (2) the absence of any temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction pending or in effect that would enjoin or otherwise prohibit the consummation of the merger; (3) all approvals and the expiration or termination of any applicable waiting period necessary under the HSR Act having been obtained or having expired or been terminated, as applicable; (4) the Form S-4 of which this proxy statement/prospectus forms a part having been declared effective by the SEC under the 1933 Act, no stop order suspending the effectiveness of

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Q:
When do you expect the merger to be completed?

A:
Veeco and Ultratech expect the closing of the merger (the "closing") to occur in the second quarter of calendar year 2017. However, the merger is subject to various regulatory approvals and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of Veeco and Ultratech could result in the merger being completed at an earlier time, a later time or not at all. The merger will become effective at such time as a certificate of merger is duly filed with the Secretary of State of the State of Delaware on the date on which the closing occurs (the "closing date"), or at such subsequent date or time as may be specified in the certificate of merger (the "effective time").

Q:
Will I be subject to U.S. federal income tax upon the exchange of shares of Ultratech common stock for the merger consideration?

A:
If you are a U.S. Holder (as defined below), the exchange of your shares of Ultratech common stock for cash and shares of Veeco common stock in the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the sum of the amount of cash and the fair market value of the shares of Veeco common stock you receive in the merger and your tax basis in the shares of Ultratech common stock exchanged in the merger.
Q:
Are there any risks that I should consider in deciding whether to vote for the adoption of the merger agreement?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors Relating to the Merger" beginning on page 38 of this proxy statement/prospectus. You should also read and carefully consider the risk factors of Veeco and Ultratech contained in the documents that are incorporated by reference into this proxy statement/prospectus.

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Q:
What happens if the merger is not completed?

A:
If the merger agreement is not adopted by Ultratech's stockholders or if the merger is not completed for any other reason, Ultratech's stockholders will not receive the merger consideration in exchange for their shares of Ultratech common stock. Instead, Ultratech will remain an independent public company and Ultratech common stock will continue to be listed and traded on Nasdaq. Under specified circumstances, Ultratech may be required to pay Veeco a termination fee of $26.5 million, as described in the section entitled "The Merger Agreement—Termination Fee Payable by Ultratech" beginning on page 123 of this proxy statement/prospectus.


Questions and Answers about the Special Meeting

Q:
When and where will the special meeting be held?

A:
The special meeting of Ultratech stockholders will be held on May 25, 2017 at 2:00 p.m., local time, at the offices of O'Melveny & Myers LLP, located at 2765 Sand Hill Road, Menlo Park, California 94025.

Q:
Who is soliciting my proxy to vote at the special meeting?

A:
The Ultratech board is soliciting your proxy to vote at the special meeting. This proxy statement/prospectus summarizes the information you need to know to vote on the proposals to be presented at the special meeting.

Q:
Who is entitled to vote?

A:
Only holders of record of Ultratech common stock at the close of business on April 20, 2017, the record date for the meeting (the "record date"), are entitled to notice of, and to vote at, the special meeting and any postponements or adjournments of the meeting. On the record date, 27,242,013 shares of Ultratech common stock were issued and outstanding and no shares of Ultratech's preferred stock were outstanding.

Q:
What are the proposals on which I am being asked to vote?

A:
There are three proposals that will be voted on at the special meeting:

Merger Proposal:   The proposal to adopt the merger agreement, which provides for the merger of Merger Subsidiary with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco (the "Merger Proposal").

Compensation Proposal:   The proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger (the "Compensation Proposal").

Adjournment Proposal:   The proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal (the "Adjournment Proposal").

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Q:
What vote is required for approval of the proposals in this proxy statement/prospectus, and what happens if I abstain?

A:
The following are the vote requirements:

Merger Proposal:   The affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date is required to approve the Merger Proposal. If you abstain from voting, fail to vote at the special meeting, or fail to instruct your broker, bank or other nominee how to vote on the Merger Proposal, it will have the same effect as a vote cast against the Merger Proposal.

Compensation Proposal:   The affirmative vote, in person or by proxy, of holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the Compensation Proposal. If you abstain from voting or attend the special meeting and fail to vote, it will have the same effect as a vote cast against the Compensation Proposal. If you do not attend the special meeting or fail to instruct your broker, bank or other nominee how to vote on the Compensation Proposal, it will have no effect on the outcome of the vote on the Compensation Proposal, assuming a quorum is present.

Adjournment Proposal:   The affirmative vote, in person or by proxy, of holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the Adjournment Proposal. If you abstain from voting or attend the special meeting and fail to vote, it will have the same effect as a vote cast against the Adjournment Proposal. If you do not attend the special meeting or fail to instruct your broker, bank or other nominee how to vote on the Adjournment Proposal, it will have no effect on the outcome of the vote on the Adjournment Proposal, assuming a quorum is present.

Q:
How does the Ultratech board recommend that I vote my shares of Ultratech common stock on the proposals?

A:
The Ultratech board unanimously recommends that stockholders vote their shares of Ultratech common stock:

" FOR " the Merger Proposal;

" FOR " the Compensation Proposal; and

" FOR " the Adjournment Proposal.

Q:
Why did the Ultratech board approve the merger agreement and the transactions contemplated thereby, including the merger?

A:
To review the Ultratech board's reasons for approving and recommending adoption of the merger agreement and the transactions contemplated thereby, including the merger, see the section entitled "The Merger—Recommendation of the Ultratech Board; Ultratech's Reasons for the Merger" beginning on page 70 of this proxy statement/prospectus.

Q:
How do I vote?

A:
If you are a stockholder of record of Ultratech as of the record date:

You may vote in person at the special meeting; or

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Q:
If my shares are held in a stock brokerage account, or in "street name" by my broker, bank or nominee, will my broker, bank or nominee automatically vote my shares for me?

A:
No. If your shares are held in the name of a broker, bank or other nominee, you are considered the "beneficial holder" of the shares held for you in what is known as "street name". You are not the "record holder" of such shares. If this is the case, this proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. As the beneficial holder, unless your broker, bank or other nominee has discretionary authority over your shares, you generally have the right to direct your broker, bank or other nominee as to how to vote your shares. You can contact your broker, bank or other nominees to obtain instructions on how to instruct them with respect to the voting of your shares. If you do not provide voting instructions, your shares will not be counted in determining whether a quorum is present at the special meeting or be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority. This is often called a "broker non-vote". In order to avoid broker non-votes with respect to your shares of Ultratech common stock, you should provide your broker, bank or other nominee with instructions as to how to vote your shares of Ultratech common stock.
Q:
How do proxies work?

A:
The Ultratech board is asking for your proxy. Giving us your proxy means that you authorize us to vote your shares at the annual meeting in the manner you direct.
Q:
How many votes do I have?

A:
Ultratech stockholders are entitled to cast one vote for each share of Ultratech common stock held as of the record date on all matters properly submitted for voting. On the record date, 27,242,013 shares of Ultratech common stock were issued and outstanding and no shares of Ultratech's preferred stock were outstanding.

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Q:
What if I sell my shares of Ultratech common stock before the special meeting?

A:
If you transfer your shares of Ultratech common stock after the record date but before the special meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the special meeting, but will have transferred the right to receive the merger consideration. In order to receive the merger consideration, you must hold your shares through the effective time.

Q:
What does it mean if I get more than one proxy card to vote my shares of Ultratech common stock?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple paper proxy cards or voting instruction cards. For example, if you hold your shares of Ultratech common stock in more than one brokerage account, you may receive a set of proxy materials for each brokerage account in which you hold shares. If you are an Ultratech stockholder of record and your shares of Ultratech common stock are registered in more than one name, you will receive more than one set of proxy materials. Please sign, date and return each proxy card and voting instruction card that you receive and follow the voting instructions set forth in this proxy statement/prospectus to ensure that all your shares of Ultratech common stock are voted.

Q:
Can I change my vote?

A:
Yes, if you are a stockholder of record as of the record date, you may change your vote: (1) by delivering to Ultratech (Attention: Corporate Secretary, Ultratech, Inc., 3050 Zanker Road, San Jose, California 95134), prior to your shares being voted at the special meeting, a later dated written notice of revocation or a later dated duly executed proxy card; or (2) by attending the special meeting and voting in person (although attendance at the special meeting will not, by itself, revoke a proxy). A stockholder of record who has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid Internet or telephone vote.
Q:
How many shares must be present to hold the special meeting?

A:
Holders of a majority in voting power of the issued and outstanding shares of Ultratech common stock entitled to vote at the special meeting must be present in person or represented by proxy at the special meeting in order to have the required quorum for transacting business. Stockholders are counted as present at the meeting if they (1) are present in person at the special meeting; or (2) have properly submitted a proxy card or submitted a proxy by telephone or over the Internet. Abstaining votes are considered present and entitled to vote and, therefore, are included for purposes of determining whether a quorum is present at the special meeting. Broker non-votes are not entitled to vote and, therefore, are not included for purposes of determining whether a quorum is present at the special meeting.

Q:
Are Ultratech stockholders entitled to appraisal rights?

A:
Record holders of Ultratech common stock who do not vote in favor of the Merger Proposal and otherwise comply with the requirements and procedures of Section 262 of the Delaware General Corporation Law (the "DGCL"), are entitled to exercise appraisal rights, which generally entitle

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Q:
Why am I being asked to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger?

A:
The SEC has adopted rules that require Ultratech to seek a non-binding, advisory vote on the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger. Ultratech urges its stockholders to read the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger" beginning on page 88 of this proxy statement/prospectus, which describes in more detail how Ultratech's compensation policies and procedures relating to its named executive officers operate and how they are designed to achieve Ultratech's compensation objectives.

Q:
What happens if the proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger is not approved?

A:
Approval, on a non-binding, advisory basis, of the compensation payments that will or may be made by Ultratech to Ultratech's named executive officers in connection with the merger is not a condition to completion of the merger. The vote is a non-binding, advisory vote and is therefore not binding on Ultratech, the Ultratech board, the compensation committee of the Ultratech board, Veeco, Veeco's Board of Directors (the "Veeco board") or the compensation committee of the Veeco board. Since compensation and benefits to be paid or provided in connection with the merger are based on contractual arrangements with the named executive officers, the outcome of this advisory vote will not affect the obligation to make these payments and these payments may still be made even if the Ultratech stockholders do not approve, on a non-binding, advisory basis, the Compensation Proposal.

Q:
Who pays for the solicitation of proxies to vote at the special meeting?

A:
Ultratech will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of the notice of special meeting, proxy card, this proxy statement/prospectus and any additional materials furnished to Ultratech's stockholders. Copies of these materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to those beneficial owners. In addition, Ultratech may reimburse the costs of forwarding these materials to those beneficial owners. Solicitation of proxies

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Q:
Should I send in my share certificate(s) now?

A:
No. Please do not send any share certificates with your proxy card. After the merger is completed, you will receive written instructions, including a letter of transmittal, for exchanging your shares of Ultratech common stock for the cash payment and shares of Veeco common stock you are entitled to receive in connection with the merger.

Q:
Where can I find the voting results of the special meeting?

A:
The preliminary voting results will be announced at the special meeting. In addition, within four business days following the vote at the special meeting, Ultratech intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:
Whom should I call if I have questions?

A:
If you have questions or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Ultratech's proxy solicitor at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders call toll-free: (800) 967-5085
Banks and Brokers call collect: (212) 269-5550
Email:
ultratech@dfking.com

You may also contact the Ultratech Investor Relations department at:

Investor Relations, Ultratech, Inc.

3050 Zanker Road

San Jose, California 95134

Telephone number: (408) 321-8835

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SUMMARY

         This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all the information that is important to you with respect to the merger and the other matters being considered at the special meeting. You are urged to read the remainder of this proxy statement/prospectus carefully, including the attached Annexes, and the other documents referred to or incorporated by reference herein. See also the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.


The Companies

Veeco Instruments Inc. (see page 17)

        Veeco creates process equipment that enables technologies for a cleaner and more productive world. Veeco designs, develops, manufactures, markets, and supports thin film equipment to meet the demands of key global trends such as improving energy efficiency, enhancing mobility, and increasing connectivity. Veeco's equipment is used to make electronic devices which enable these trends, including light emitting diodes ("LEDs"), micro-electromechanical systems ("MEMS"), wireless devices, power electronics, hard disk drives ("HDDs"), and semiconductor devices. Veeco's products are sold to semiconductor and advanced packaging device manufacturers, and Veeco may also license its technology to its customers or partners.

        Veeco develops highly differentiated, "best-in-class" equipment for critical performance steps in thin film processing. Veeco's products provide leading technology at low cost-of-ownership. Core competencies in advanced thin film technologies and decades of specialized process know-how help Veeco stay at the forefront of these rapidly advancing industries.

        Veeco's portfolio of technology solutions sell into four key market areas: Lighting, Display & Power Electronics; Advanced Packaging, MEMS & Radio Frequency; Scientific & Industrial; and Data Storage.

        Veeco was organized as a Delaware corporation in 1989. Veeco's headquarters are located at 1 Terminal Drive, Plainview, New York 11803, and its telephone number is (516) 677-0200. Veeco has sales and service operations across the Asia-Pacific region, Europe, and North America to address its customers' needs. Veeco's website is www.veeco.com. The information on Veeco's website is not incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.

Ultratech, Inc. (see page 17)

        Ultratech designs, builds and markets manufacturing systems for the global technology industry. Founded in 1979, Ultratech serves three core markets: frontend semiconductor, backend semiconductor, and nanotechnology. Ultratech is the leading supplier of lithography products for bump packaging of integrated circuits and high-brightness LEDs. Ultratech is also the market leader and pioneer of LSA technology for the production of advanced semiconductor devices. In addition, Ultratech offers solutions leveraging its proprietary CGS technology to the semiconductor wafer inspection market and provides ALD tools to leading research organizations, including academic and industrial institutions.

        The principal executive offices of Ultratech are located at 3050 Zanker Road, San Jose, California 95134, and its telephone number is (408) 321-8835. Additional information about Ultratech and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.

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Ulysses Acquisition Subsidiary Corp. (see page 17)

        Merger Subsidiary is a wholly owned subsidiary of Veeco and is a Delaware corporation. Merger Subsidiary was formed on February 1, 2017, for the sole purpose of effecting the merger. In the merger, Merger Subsidiary will be merged with and into Ultratech, with Ultratech surviving as a wholly owned subsidiary of Veeco. The principal executive offices of Merger Subsidiary are located at 1 Terminal Drive, Plainview, New York 11803, and its telephone number is (516) 677-0200.

Comparative Market Price and Dividend Information (Unaudited)
(see page 36)

        Shares of Veeco's common stock are listed for trading on Nasdaq under the symbol "VECO" and shares of Ultratech common stock are listed for trading on Nasdaq under the symbol "UTEK". The following table sets forth the closing sales prices of a share of Veeco common stock (as reported on Nasdaq) and of Ultratech common stock (as reported on Nasdaq), each on February 1, 2017, the last trading day before the day on which Veeco and Ultratech announced the execution of the merger agreement, and on April 21, 2017, the last practicable trading day before the date of this proxy statement/prospectus.

 
  Veeco
Common
Stock
Price per
Share
  Ultratech
Common
Stock
Price per
Share
 

February 1, 2017

  $ 25.75   $ 25.94  

April 21, 2017

  $ 31.00   $ 30.01  

        The market prices of Veeco common stock and Ultratech common stock will fluctuate before the special meeting and before the merger is consummated. You should obtain current stock price quotations from a newspaper, the Internet or your broker or banker.

        Veeco's Dividend Policy.     Veeco has never declared or paid any cash dividends on its common stock. The Veeco board will determine future dividend policy based on Veeco's consolidated results of operations, financial condition, capital requirements, and other circumstances. The merger agreement prohibits Veeco from authorizing or paying dividends or making distributions on its capital stock, so Veeco does not expect to pay dividends for as long as the merger agreement is in effect.

        Ultratech's Dividend Policy.     Ultratech has never declared or paid any cash dividends on its common stock. The merger agreement prohibits Ultratech from authorizing or paying dividends or making distributions on its capital stock, so Ultratech does not expect to pay dividends for as long as the merger agreement is in effect.

Risk Factors
(see page 38)

        Before voting at the special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, as well as the specific factors included under the section entitled "Risk Factors" beginning on page 38 of this proxy statement/prospectus before deciding whether to vote for approval of the Merger Proposal.

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The Ultratech Special Meeting
(see page 47)

Time, Place and Purpose of the Special Meeting (see page 47)

        The special meeting of Ultratech stockholders will be held on May 25, 2017 at 2:00 p.m., local time, at the offices of O'Melveny & Myers LLP, located at 2765 Sand Hill Road, Menlo Park, California 94025.

        At the special meeting, holders of Ultratech common stock as of the record date will be asked to consider and approve the following proposals:

    1.
    The Merger Proposal

    2.
    The Compensation Proposal

    3.
    The Adjournment Proposal

Record Date and Quorum (see page 47)

        Only Ultratech stockholders of record as of the record date are entitled to notice of and to vote at the special meeting. As of the close of business on the record date, 27,242,013 shares of Ultratech common stock were issued and outstanding and there were 166 holders of record of the common stock. Each Ultratech stockholder is entitled to one vote for each share of Ultratech common stock held by such stockholder as of the record date.

        Holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date must be present in person or represented by proxy at the special meeting in order to have the required quorum for transacting business. Abstentions are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

Required Vote (see page 48)

        The affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date is required to approve the Merger Proposal. The affirmative vote, in person or by proxy, of the holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote on the matter is required to approve each of the Compensation Proposal and the Adjournment Proposal.

        If you abstain from voting, fail to vote at the special meeting, or fail to instruct your broker, bank or other nominee how to vote on the Merger Proposal, it will have the same effect as a vote cast against the Merger Proposal.

        If you abstain from voting or attend the special meeting and fail to vote, it will have the same effect as a vote cast against the Compensation Proposal and the Adjournment Proposal. If you do not attend the special meeting or fail to instruct your broker, bank or other nominee how to vote on the Compensation Proposal and the Adjournment Proposal, it will have no effect on the outcome of the vote on the Compensation Proposal and the Adjournment Proposal, assuming a quorum is present.

Voting of Shares (see page 49)

        In addition to voting in person at the special meeting, if your shares of Ultratech common stock are held in your name by Ultratech's transfer agent as a stockholder of record, you, as an Ultratech stockholder, may submit a proxy as follows:

    By Internet.   The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. If you choose to submit your proxy by Internet, then you do not need to

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      return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the special meeting.

    By Telephone.   The toll-free number for telephone proxy submission can be found on the enclosed proxy card. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the special meeting.

    By Mail.   Mark the enclosed proxy card, sign and date it, and return it in the pre-addressed postage-paid envelope provided with the enclosed proxy card, all in accordance with the instructions on the enclosed proxy card. To be valid, your proxy by mail must be received prior to the special meeting.

        Beneficial Owner.     If your shares of Ultratech common stock are held in "street name" by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of Ultratech common stock. Your broker, bank or other nominee, as applicable, may establish an earlier deadline by which you must provide instructions to it for how to vote your shares of Ultratech common stock. You should read carefully the materials provided to you by your broker, bank or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares of Ultratech common stock at the special meeting unless you obtain a "legal proxy" from the broker, bank or other nominee that holds your shares of Ultratech common stock giving you the right to vote such shares of Ultratech common stock at the special meeting.

        If you satisfy the admission requirements to the special meeting, as described above under the heading "General Questions and Answers about the Special Meeting", you may vote your shares in person at the meeting. Even if you plan to attend the special meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the special meeting. Shares held through a benefit or compensation plan cannot be voted in person at the special meeting.

Revocation of Proxies (see page 50)

        If you are a stockholder of record as of the record date, you may change your vote:

    by delivering to Ultratech (Attention: Corporate Secretary, 3050 Zanker Road, San Jose, California 95134), prior to your shares being voted at the special meeting, a later dated written notice of revocation or a later dated duly executed proxy card, or

    by attending the special meeting and voting in person (although attendance at the special meeting will not, by itself, revoke a proxy).

        A stockholder of record who has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid Internet or telephone vote.

        If you are a beneficial owner of shares held in "street name" by a broker, bank or other nominee, you may revoke your proxy and vote your shares in person at the special meeting only in accordance with applicable rules and procedures as employed by such broker, bank or other nominee. If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.


The Merger

Effects of the Merger (see page 56)

        Subject to the terms and conditions of the merger agreement, Merger Subsidiary will be merged with and into Ultratech, and Ultratech will continue as the surviving corporation in the merger and a wholly owned subsidiary of Veeco. From and after the effective time, the certificate of incorporation

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and bylaws of Ultratech as the surviving corporation in the merger, unless otherwise directed by Veeco prior to the effective time, will be the certificate of incorporation and bylaws of Merger Subsidiary as in effect immediately prior to the effective time.

Recommendation of the Ultratech Board; Ultratech's Reasons for the Merger (see page 70)

        The Ultratech board unanimously recommends that Ultratech stockholders vote " FOR " the Merger Proposal, " FOR " the Compensation Proposal, and " FOR " the Adjournment Proposal. For more information regarding the factors considered by the Ultratech board in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, see the section entitled "The Merger—Recommendation of the Ultratech Board; Ultratech's Reasons for the Merger" beginning on page 70 of this proxy statement/prospectus.

Opinion of Ultratech's Financial Advisor (see page 75)

        In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch"), Ultratech's financial advisor, delivered to Ultratech's board of directors a written opinion, dated February 1, 2017, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received in the merger by holders of Ultratech common stock (other than Veeco, Merger Subsidiary and holders of dissenting shares). The full text of the written opinion, dated February 1, 2017, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to Ultratech's board of directors (in its capacity as such) for the benefit and use of Ultratech's board of directors in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch's opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Ultratech or in which Ultratech might engage or as to the underlying business decision of Ultratech to proceed with or effect the merger. BofA Merrill Lynch's opinion does not address any other aspect of the merger and does not constitute an opinion or recommendation to any stockholder as to how to vote or act in connection with the merger or any related matter.

Interests of Ultratech's Directors and Executive Officers in the Merger (see page 88)

        In considering the recommendation of the Ultratech board that the stockholders vote to approve the Merger Proposal, you should be aware that some of Ultratech's directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of the stockholders generally. Interests of the directors and executive officers may be different from or in addition to the interests of our other stockholders for the following reasons, among others:

    At or immediately prior to the effective time of the merger, each outstanding Ultratech Option will vest and be canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Ultratech common stock underlying the Ultratech Option and (ii) the excess, if any, of (A) the Equity Award Merger Consideration over (B) the exercise price per share subject to such canceled Ultratech Option. We estimate that the aggregate amount that would be payable to Ultratech's executive officers as a group for their Ultratech Options, assuming that the merger was completed on June 1, 2017 with a price per share of Ultratech common stock of $29.07, is approximately $4,921,856. Ultratech's non-employee directors hold no outstanding Ultratech Options. The assumed value of a share of Ultratech common stock of $29.07 is the sum of the fixed cash consideration of $21.75 plus an assumed value of $7.32 for the stock consideration (using 0.2675 of the closing stock price of Veeco common stock on Nasdaq on February 28, 2017 of $27.35 per share).

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    As of immediately prior to the effective time of the merger, each outstanding Ultratech Vested RSU will be canceled in exchange for the right to receive a cash payment equal to the product of (i) the number of shares of Ultratech common stock subject to such Ultratech Vested RSU and (ii) the Equity Award Merger Consideration. We estimate that the aggregate amount that would be payable to Ultratech's executive officers as a group and Ultratech's non-employee directors as a group for their Ultratech Vested RSUs, assuming that the merger was completed on June 1, 2017 with a price per share of Ultratech common stock of $29.07, is approximately $2,834,906 and $654,075, respectively.

    At the effective time of the merger, each outstanding Ultratech Unvested RSU will be assumed by Veeco and converted into a number of Converted RSUs, rounded down to the nearest whole number, equal to the product of (i) the number of shares subject to the Ultratech Unvested RSU and (ii) the Equity Conversion Ratio. We estimate that the aggregate number of Converted RSUs deliverable to Ultratech's executive officers as a group for their Ultratech Unvested RSUs, assuming that the merger was completed on June 1, 2017 with a price per share of Ultratech common stock of $29.07 and a price per share of Veeco common stock of $27.35, is approximately 205,350. This represents approximately 0.5% of Veeco's current outstanding shares of common stock. Ultratech's non-employee directors hold no outstanding Ultratech Unvested RSUs.

    Each of Ultratech's executive officers is party to either an employment agreement or change in control severance agreement that provides for severance benefits in the event of certain qualifying terminations of employment. We estimate that the aggregate amount that would be payable to Ultratech's executive officers as a group under their respective employment agreements and change in control severance agreements, assuming that the merger was completed on June 1, 2017 and their employment was terminated on that date in circumstances entitling them to severance benefits under their arrangements, is approximately $14,405,043 (not including the value of equity awards that accelerate at or immediately prior to the merger, which is disclosed above). These amounts are determined using the assumptions set forth in footnotes (1) and (3) of the table under the section entitled "—Quantification of Change in Control and Termination Payments and Benefits to Ultratech's Named Executive Officers" beginning on page 92 of this proxy statement/prospectus.

    Ultratech's directors and executive officers are entitled to continued indemnification, expense advancement and insurance coverage under the merger agreement.

        These interests are discussed in more detail in the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger" beginning on page 88 of this proxy statement/prospectus. The members of the Ultratech Board were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the stockholders that the Merger Proposal be approved.

Share Ownership and Voting by Ultratech Directors and Executive Officers (see page 49)

        As of the record date, the directors and executive officers of Ultratech held and are entitled to vote, in the aggregate, approximately 3.4% of the aggregate voting power of the outstanding shares of Ultratech's common stock. All shares held by Ultratech's directors and executive officers are subject to the Support Agreement (as defined in the section entitled "The Support Agreement" beginning on page 125 of this proxy statement/prospectus). For more information on the Support Agreement, see the section entitled "The Support Agreement" beginning on page 125 of this proxy statement/prospectus.

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Listing of Shares of Veeco Common Stock; Delisting and Deregistration of Ultratech Common Stock (see page 95)

        Veeco is obligated to cause the shares of Veeco common stock to be issued to Ultratech stockholders pursuant to the merger to be authorized for listing on Nasdaq at the effective time, subject to official notice of issuance. Upon completion of the merger, shares of Ultratech common stock will cease to be listed on Nasdaq and will subsequently be deregistered under the Exchange Act.

        See the sections entitled "The Merger—Listing of Shares of Veeco Common Stock" beginning on page 95 of this proxy statement/prospectus and "The Merger—Delisting and Deregistration of Ultratech Common Stock" beginning on page 95 of this proxy statement/prospectus for a further discussion of the listing of shares of Veeco common stock and de-listing of Ultratech common stock in connection with the merger.

The Merger Agreement
(see page 100)

        The merger agreement is attached as Annex A to this proxy statement/prospectus. Veeco and Ultratech encourage you to read the entire merger agreement carefully because it is the principal document governing the merger and the issuance of shares of Veeco common stock. Pursuant to the merger agreement, Merger Subsidiary will merge with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco.

Merger Consideration (see page 100)

        Subject to the terms and conditions of the merger agreement, at the effective time, each share of Ultratech common stock that is issued and outstanding immediately prior to the effective time (other than (i) shares of Ultratech common stock owned by Veeco or Merger Subsidiary and shares of treasury stock held by Ultratech, which will be canceled without consideration, (ii) shares of Ultratech stock held by any subsidiary of either Ultratech or Veeco, which will be converted into such number of shares of common stock of the surviving corporation such that each subsidiary owns the same percentage of the surviving corporation immediately following the effective time as such subsidiary owned of Ultratech immediately prior to the effective time (such shares, together with the shares described in clause (i) are referred to as "excluded shares") and (iii) shares held by holders of Ultratech common stock, if any, who properly exercise their appraisal rights under the DGCL (which we refer to as "dissenting shares")) will be automatically cancelled and converted into the right to receive an amount equal to (1) $21.75 in cash without interest (which we refer to as the "cash consideration"), (2) 0.2675 of a share of Veeco, par value $0.01 per share (which we refer to as the "stock consideration", and together with the cash consideration, the "merger consideration") and (3) cash in lieu of fractional shares of Veeco common stock as contemplated by the merger agreement. See the section entitled "The Merger Agreement—Merger Consideration" beginning on page 100 of this proxy/statement prospectus for more information.

        Based on the number of shares of Ultratech common stock outstanding as of April 17, 2017, and the number of shares of Veeco common stock outstanding as of April 17, 2017, it is expected that, immediately after completion of the merger, former Ultratech stockholders will own approximately 15% of the outstanding shares of Veeco common stock.

Treatment of Ultratech Options and Other Equity-Based Awards (see page 101)

        Stock Options.    At or immediately prior to the effective time of the merger, each outstanding Ultratech Option will vest and be canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Ultratech common stock subject to such Ultratech Option immediately prior to the effective time and (ii) the excess, if any, of (A) the Equity Award Merger Consideration over (B) the exercise price per share subject to such canceled Ultratech Option.

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Ultratech Options that have an exercise price per share that is greater than the Equity Award Merger Consideration will be canceled in exchange for no consideration. Veeco will cause the surviving corporation to pay the cash payment described above to the holder of the applicable Ultratech Option at or reasonably promptly after the effective time of the merger (but in no event later than three business days after the effective time). As used herein, "Equity Award Merger Consideration" means the sum of (i) the cash consideration and (ii) the amount obtained by multiplying the stock consideration by the volume weighted average trading price of Veeco's common stock for the five consecutive trading days ending on the trading day immediately preceding the closing date (the "Parent Measurement Price").

        Vested Restricted Stock Units.    At or immediately prior to the effective time of the merger, each outstanding Ultratech Vested RSU will be canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Ultratech common stock subject to such Ultratech Vested RSU immediately prior to the effective time and (ii) the Equity Award Merger Consideration. Veeco will cause the surviving corporation to pay the cash payment described above to the holder of the applicable Ultratech Vested RSU at or reasonably promptly after the effective time of the merger (but in no event later than three business days after the effective time).

        Unvested Restricted Stock Units.    At the effective time of the merger, each outstanding Ultratech Unvested RSU will be assumed by Veeco and converted into a number of Converted RSUs, rounded down to the nearest whole number, equal to the product of (i) the number of shares subject to the Ultratech Unvested RSU and (ii) the Equity Conversion Ratio. Any Converted RSUs so issued will be subject to the same terms and conditions as were applicable under the Ultratech Unvested RSUs; provided, that all references to "Company" in Ultratech's equity incentive plan and award agreements will be references to Veeco. As used herein, "Equity Conversion Ratio" means the quotient obtained by dividing (i) the Equity Award Merger Consideration (as defined above) by (ii) the Parent Measurement Price.

        See the section entitled "The Merger Agreement—Treatment of Ultratech Options and Other Equity-Based Awards" beginning on page 101 of this proxy statement.

Effect of the Merger; Effective Time (see page 102)

        Veeco and Ultratech expect the closing to occur during the second quarter of calendar year 2017. However, the merger is subject to various regulatory approvals and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of Veeco and Ultratech could result in the merger being completed at an earlier time, a later time or not at all. In the merger agreement, Veeco and Ultratech have agreed that the date on which the closing occurs shall be no later than the first business day following the satisfaction or waiver of the last of the conditions to closing (other than those conditions that by their nature are to be satisfied at closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions), or at such other date and time as Veeco and Ultratech may mutually agree consistent with Delaware law.

Organizational Documents of the Surviving Corporation (see page 102)

        Unless otherwise determined by Veeco prior to the effective time, at the effective time, (1) the certificate of incorporation of Merger Subsidiary immediately prior to the effective time will be the certificate of incorporation of the surviving corporation from and after the effective time and (2) the bylaws of Merger Subsidiary immediately prior to the effective time will be the bylaws of the surviving corporation from and after the effective time.

Appraisal Rights (see page 103)

        Record holders of Ultratech common stock who do not vote in favor of the Merger Proposal and who otherwise comply with the requirements and procedures of Section 262 of the DGCL are entitled

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to exercise appraisal rights, which generally entitle stockholders to receive in lieu of the merger consideration a cash payment of an amount determined by the Court of Chancery equal to the fair value of their Ultratech common stock. However, notwithstanding a stockholder's compliance with the DGCL in perfecting appraisal rights, Section 262(g) of the DGCL provides that, because immediately prior to the effective time of the merger Ultratech common stock will be listed on a national securities exchange, the Court of Chancery will dismiss the proceedings as to all holders of Ultratech common stock who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million. A summary description of the appraisal rights available to holders of Ultratech common stock under the DGCL and the procedures required to exercise statutory appraisal rights are included under the section entitled "The Merger—Appraisal Rights" beginning on page 103 of this proxy statement/prospectus. The full text of Section 262 of the DGCL is attached as Annex C to this proxy statement/prospectus. Due to the complexity of the procedures described above, Ultratech stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel.

Conduct of Businesses of Ultratech and Veeco Prior to Completion of the Merger (see page 108)

        Ultratech has agreed, subject to certain exceptions set forth in the merger agreement, on behalf of itself and its subsidiaries that it will conduct its business in the ordinary course of business prior to the effective time or earlier termination of the merger agreement, and has agreed to certain restrictions on its ability to take certain actions prior to the effective time or earlier termination of the merger agreement. Veeco has also agreed, subject to certain exceptions set forth in the merger agreement, on behalf of itself and its subsidiaries that it will conduct its business in the ordinary course of business prior to the effective time or earlier termination of the merger agreement, and has agreed to certain restrictions on its ability to take certain actions prior to the effective time or earlier termination of the merger agreement. See the section entitled "The Merger Agreement—Conduct of Businesses of Ultratech and Veeco Prior to Completion of the Merger" beginning on page 108 of this proxy statement/prospectus for more information.

Ultratech's Agreement Not to Solicit Other Offers (see page 111)

        Subject to certain exceptions, the merger agreement provides that Ultratech will not, and will cause each of its subsidiaries and its and their respective officers, directors, employees, and investment bankers, attorneys, accountants or other advisors retained by Ultratech or its subsidiaries (collectively referred to as "Ultratech representatives") not to, directly or indirectly:

    solicit, initiate or knowingly facilitate or encourage the submission of any acquisition proposal;

    enter into or participate in any discussions or negotiations with, or furnish any non-public information or access relating to Ultratech or any of its subsidiaries to, any person with respect to an acquisition proposal or any inquiry or proposal that could reasonably be expected to lead to an acquisition proposal; or

    enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement relating to an acquisition proposal.

        Subject to certain exceptions, the merger agreement provides that the Ultratech board may not fail to make, and may not withdraw, withhold, qualify or modify or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Veeco, the recommendation of the Ultratech board with respect to the merger agreement or approve, endorse, or recommend or publicly propose to approve, endorse or recommend, an acquisition proposal.

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        Ultratech has agreed to (1) immediately cease any discussions or negotiations with any person with respect to any acquisition proposal, (2) promptly terminate access of any third party to any electronic data room maintained by Ultratech and (3) request that any such third party promptly return or destroy all confidential information concerning Ultratech to the extent permitted pursuant to any confidentiality agreement entered into with such third party.

        Prior to adoption of the merger agreement by Ultratech's stockholders (and subject to certain notice requirements to Veeco), however, Ultratech may or any of the Ultratech representatives may, upon the terms and subject to the conditions set forth in the merger agreement, provide non-public information and access relating to Ultratech and its subsidiaries pursuant to an acceptable confidentiality agreement to, and engage in discussions or negotiations with, a third party if such third party has made an unsolicited written bona fide acquisition proposal that did not result from any breach of the restrictions on Ultratech set forth above, and the Ultratech board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal would reasonably be expected to result in a superior proposal.

        See the section entitled "The Merger Agreement—Ultratech's Agreement Not to Solicit Other Offers" beginning on page 111 of this proxy statement/prospectus for more information.

Ultratech's Agreement Not to Change the Ultratech Board Recommendation (see page 113)

        Prior to adoption of the merger agreement by Ultratech's stockholders, if the Ultratech board determines in good faith, after consultation with its outside legal counsel and in response to an unsolicited, written bona fide acquisition proposal that did not result from a breach of the restrictions on Ultratech set forth above, that such acquisition proposal is a superior proposal and the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, the Ultratech board may make an adverse recommendation change or cause Ultratech to terminate the merger agreement in order to accept the superior proposal substantially concurrently with such termination, subject to complying with certain notice and other specified conditions set forth in the merger agreement, including giving Veeco the opportunity to make adjustments to the terms of the merger agreement in response to the superior proposal so that such proposal no longer constitutes a superior proposal. If the Ultratech board changes its recommendation with respect to the merger agreement, Veeco may terminate the merger agreement and collect a termination fee of $26.5 million.

        Prior to adoption of the merger agreement by Ultratech's stockholders, if Ultratech and the Ultratech representatives are in material compliance with the obligations described above and if the Ultratech board determines in good faith, after consultation with its outside legal counsel and taking into account any discussions with Veeco required pursuant to the merger agreement, that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable law, the Ultratech board may make an adverse recommendation change in response to any fact, event, change, development or set of circumstances that materially affects the business, financial condition or results of operations of Ultratech or its subsidiaries, taken as a whole, that does not involve or relate to an acquisition proposal, Veeco or any of its affiliates or their respective representatives and was not known and was not reasonably discoverable or foreseeable by the Ultratech board or the consequences of which were not reasonably discoverable or foreseeable to the Ultratech board, in each case, as of the date of the merger agreement, subject to complying with certain notice and other specified conditions set forth in the merger agreement, including giving Veeco the opportunity to make adjustments to the terms of the merger agreement. Additionally, any determination by the Ultratech board following the date of the merger agreement that the merger consideration payable in the merger is not sufficient will not in and of itself constitute grounds to make a change of recommendation pursuant to this paragraph. In addition, a change in the trading price of Veeco common stock or Ultratech common stock will not in and of itself constitute grounds to make a change of recommendation pursuant to this

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paragraph (though the underlying facts giving rise or contributing to the change in the trading price of Ultratech common stock may be taken into account).

        See the section entitled "The Merger Agreement—Ultratech's Agreement Not to Change the Ultratech Board Recommendation" beginning on page 113 of this proxy statement/prospectus for more information.

Regulatory Filings (see page 115)

        Veeco and Ultratech have each agreed to take certain actions in order to obtain regulatory clearances required to consummate the merger (provided, that neither Veeco, Ultratech nor any of their respective subsidiaries will be required to take any action that constitutes a "Detriment" (as defined in the Merger Agreement)). The merger is subject to the HSR Act. Under this statute, Veeco and Ultratech are required to make pre-merger notification filings and await the expiration or early termination of the statutory waiting period prior to completing the merger. Veeco and Ultratech completed the initial HSR Act filings on February 9, 2017. On February 17, 2017, Veeco and Ultratech received notice from the U.S. Federal Trade Commission that it had granted early termination, effective immediately, of the applicable waiting period under the HSR Act with respect to the merger. See the section entitled "The Merger Agreement—Reasonable Best Efforts to Consummate the Merger; Regulatory Filings" beginning on page 115 of this proxy statement/prospectus for more information.

Financing (see page 119)

        In the merger agreement, Veeco and Merger Subsidiary have represented and warranted to Ultratech that (assuming the accuracy of Ultratech's representations related to available cash of Ultratech in the United States at closing) they have available, and will have available at or promptly after the effective time, cash or other sources of immediately available funds in an amount, together with the available cash of Ultratech in the United States at closing, sufficient to enable Veeco to satisfy all of Veeco's and Merger Subsidiary's obligations under the merger agreement. Also in the merger agreement, Ultratech has represented and warranted to Veeco and Merger Subsidiary that it and its subsidiaries will have, on a consolidated basis, at least $180,000,000 of available cash held in the United States at closing. The closing is not subject to a financing condition. See the section entitled "The Merger Agreement—Financing" beginning on page 119 of this proxy statement/prospectus for more information.

Conditions to Closing (see page 119)

        The obligations of Ultratech, Veeco and Merger Subsidiary to effect the merger are subject to the satisfaction or waiver (to the extent permitted by applicable law and other than the first condition below with respect to stockholder approval and adoption of the merger agreement which may not be waived by any party) at or prior to the effective time of each of the following conditions:

    adoption of the merger agreement the affirmative vote of the holders of at least a majority of the outstanding shares of Ultratech common stock entitled to vote at the special meeting;

    the absence of any temporary restraining order, preliminary or permanent injunction or other judgment that has been issued by any court of competent jurisdiction is pending or in effect that enjoins or otherwise prohibits the consummation of the merger;

    the receipt of all required approvals and the expiration or termination of any applicable waiting period (or extensions thereof) applicable to the merger under the HSR Act;

    the Form S-4 having become effective under the Securities Act and the Form S-4 not being the subject of any stop order suspending the effectiveness of the Form S-4 issued by the SEC or proceedings initiated by the SEC in connection with any stop order; and

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    the shares of Veeco common stock issuable in connection with the merger having been authorized for listing on Nasdaq, subject to official notice of issuance.

        The obligations of Veeco and Merger Subsidiary to effect the merger are subject to the satisfaction or (to the extent permitted by applicable law) waiver at or prior to the effective time of the following further conditions:

    the performance by Ultratech in all material respects of its obligations under the merger agreement required to be performed at or prior to the effective time;

    the representations and warranties of Ultratech (other than certain representations with respect to corporate existence and power, corporate authorization, capitalization, finders' fees, available cash, and antitakeover statutes) contained in the merger agreement are true and correct in all respects (without giving effect to any limitation indicated by the words or phrases "Company Material Adverse Effect," "in all material respects," "material," or "materially" in such representations or warranties) as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a "Company Material Adverse Effect", (ii) certain representations and warranties of Ultratech contained in the merger agreement with respect to capitalization are true and correct (other than de minimis inaccuracies) as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date), (iii) the representations and warranties of Ultratech contained in the merger agreement with respect to corporate existence and power, corporate authorization, finders' fees and antitakeover statutes are true and correct in all material respects as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date) and (iv) the representations and warranties of Ultratech contained in the merger agreement with respect to available cash are true and correct in all respects as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time;

    since February 2, 2017, a "Company Material Adverse Effect" (as defined in the merger agreement and described under "—Material Adverse Effect") shall not have occurred; and

    the delivery by Ultratech to Veeco of a certificate, dated as of the date on which the closing takes place and signed by the chief executive officer or another senior officer of Ultratech, certifying that the conditions set forth in the above bullets have been satisfied.

        The obligation of Ultratech to effect the merger is further subject to the satisfaction or (to the extent permitted by applicable law) waiver at or prior to the effective time of the following further conditions:

    the performance by each of Veeco and Merger Subsidiary in all material respects of its obligations under the merger agreement required to be performed at or prior to the effective time;

    the representations and warranties of Veeco and Merger Subsidiary (other than certain representations with respect to corporate existence and power, corporate authorization, capitalization, financing, certain arrangements and finders' fees) contained in the merger agreement are true and correct in all respects (without giving effect to any limitation indicated by the words or phrases "Parent Material Adverse Effect," "in all material respects," "material,"

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      or "materially" in such representations or warranties) as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a "Parent Material Adverse Effect", (ii) certain representations and warranties of Veeco and Merger Subsidiary contained in the merger agreement with respect to capitalization are true and correct (other than de minimis inaccuracies) as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date) and (iii) the representations and warranties of Veeco and Merger Subsidiary contained in the merger agreement with respect to corporate existence and power, corporate authorization, financing, certain arrangements and finders' fees are true and correct in all material respects as of the date of the merger agreement and as of the date on which the closing takes place as if made at and as of such time (except those representations and warranties that expressly address matters only as of a particular earlier date, in which case as of that date);

    since February 2, 2017, a "Parent Material Adverse Effect" (as defined in the Merger Agreement and described under "—Material Adverse Effect") shall not have occurred; and

    the delivery by Veeco to Ultratech of a certificate, dated as of the date on which the closing takes place and signed by the chief executive officer or another senior officer of Veeco, certifying that the conditions set forth in the above bullets have been satisfied.

        See the section entitled "The Merger Agreement—Conditions to Closing" beginning on page 119 of this proxy statements/prospectus for more information.

Termination of the Merger Agreement (see page 121)

        The merger agreement may be terminated:

    1.
    At any time prior to the effective time by the mutual written agreement of the Ultratech and Veeco;

    2.
    At any time prior to the effective time, by either Veeco or Ultratech (upon written notice to the other party) if:

    the merger has not been consummated on or before the date that is 270 days after the date of the merger agreement (such date, as it may be extended pursuant to the merger agreement, the "end date"); provided that this termination right will not be available to any party whose breach of any provision of the merger agreement has been the primary cause of, or primarily resulted in, the failure of the merger to be consummated on by the end date;

    any restraint issued by any court of competent jurisdiction shall be in effect that permanently enjoins or otherwise permanently prohibits the consummation of the merger, and such restraint has become final and non-appealable; provided that the right to terminate the merger agreement pursuant to this termination right will not be available to any party unless such party is in material compliance with its obligations described in the section entitled "The Merger Agreement—Reasonable Best Efforts to Consummate the Merger" beginning on page 115 of this proxy statement/prospectus; or

    if the special meeting (including any adjournment or postponement thereof) has concluded and the approval of the merger agreement by Ultratech's stockholders has not been

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        obtained; provided that this termination right will not be available to Ultratech if the failure to obtain the approval of Ultratech's stockholders was due to Ultratech's failure to perform any of its obligations under the merger agreement or a breach of the Support Agreement described in the section entitled "The Support Agreement" beginning on page 125 of this proxy statement/prospectus by any party thereto other than Veeco.

    3.
    By Veeco (upon written notice to Ultratech) if:

    prior to obtaining the Ultratech stockholder approval, the Ultratech board has failed to make its recommendation in favor of the merger in the preliminary version of this proxy statement/prospectus, failed to include its recommendation of the merger in this proxy statement/prospectus at all times after the filing of the preliminary proxy statement/prospectus, failed to publicly reaffirm its recommendation in favor of the merger in accordance with the merger agreement or effected a change of its recommendation in favor of the merger, whether or not permitted by the terms of the merger agreement; or

    Ultratech has breached or failed to perform any of its representations, warranties, covenants or other agreements under the merger agreement, which breach or failure would result in a failure of certain of the conditions to the consummation of the merger and such breach cannot be cured, or if capable of cure, has not been cured, by the date that is two business days before the end date; provided that this termination right will not be available to Veeco if Veeco's breach of any provision of the merger agreement would cause certain of the conditions to the merger set forth in the merger agreement not to be satisfied.

    4.
    By Ultratech (upon written notice to Veeco) if:

    prior to receipt of the Ultratech stockholder approval if, concurrently with such termination, Ultratech (i) enters into an alternative acquisition agreement that constitutes a superior proposal in accordance with the terms of the merger agreement and (ii) pays to Veeco a termination fee of $26.5 million; or

    Veeco has breached or failed to perform any of its representations, warranties, covenants or other agreements under the merger agreement, which breach or failure would result in a failure of certain of the conditions to the consummation of the merger and such breach cannot be cured, or if capable of cure, has not been cured, by the date that is two business days before the end date; provided that this termination right will not be available to Ultratech if Ultratech's breach of any provision of the merger agreement would cause certain of the conditions to the merger set forth in the merger agreement not to be satisfied.

        See the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 121 of this proxy statement/prospectus for more information.

Termination Fee Payable by Ultratech (see page 123)

        Ultratech will be required to pay Veeco a termination fee of $26.5 million in cash in the following circumstances:

    in the event the merger agreement is terminated by Veeco prior to obtaining the Ultratech stockholder approval because the Ultratech board has failed to make its recommendation in favor of the merger in the preliminary version of this proxy statement/prospectus, failed to include its recommendation of the merger in this proxy statement/prospectus at all times after the filing of the preliminary proxy statement/prospectus, failed to publicly reaffirm its recommendation in favor of the merger in accordance with the merger agreement or effected a

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      change of its recommendation in favor of the merger, whether or not permitted by the terms of the merger agreement;

    in the event the merger agreement is terminated by Ultratech prior to receipt of the Ultratech stockholder approval in order for Ultratech to enter into an alternative acquisition agreement that constitutes a superior proposal; or

    if after the date of the merger agreement, any "qualifying transaction" (which is an acquisition proposal, measured at a 50% threshold rather than a 20% threshold) is publicly made or announced and not withdrawn on or prior to the date that is five business days before the date of the special meeting, thereafter (a) Ultratech or Veeco terminates the merger agreement because the Ultratech stockholder approval has not been obtained, (b) Veeco terminates the merger agreement because the merger has not been consummated on or before the end date or (c) Veeco terminates the merger agreement because Ultratech has breached or failed to perform any of its representations, warranties, covenants or other agreements under the merger agreement, Ultratech consummates a transaction regarding, or executes a definitive agreement with respect to, an qualifying transaction (whether or not it is the same qualifying transaction originally made or publicly announced prior to the special meeting).

        In no event will Ultratech be obligated to pay such $26.5 million termination fee on more than one occasion.

        See the section entitled "The Merger Agreement—Termination Fee Payable by Ultratech" beginning on page 123 of this proxy statement/prospectus for more information.

The Support Agreement
(see page 125)

        Pursuant to a Support Agreement, dated as of February 2, 2017 (the "Support Agreement") among Veeco and the members of the Ultratech board and Ultratech's executive officers (the "supporting stockholders"), during the period commencing on the date of the Support Agreement and continuing until the first to occur of (i) the effective time, (ii) the date and time of termination of the merger agreement, and (iii) the date and time, if any, at which the Ultratech board makes a change in recommendation, each supporting stockholder has agreed, among other things, to (A) appear at the special meeting (or any other meeting of Ultratech's stockholders called in connection with the merger agreement) or cause such supporting stockholder's shares of Ultratech common stock, including any shares acquired by such supporting stockholder after the date of the Support Agreement (collectively, the "subject shares"), to be counted as present at such meeting for purposes of establishing a quorum and (B) to vote (or cause to be voted) the subject shares (1) in favor of granting the Ultratech stockholder approval, approving the merger, adopting the merger agreement, and approving any other transaction document, any other transaction pursuant to or contemplated by the merger agreement, and any other matter that could reasonably be expected to facilitate the consummation of the merger and (2) against any acquisition proposal (other than the merger agreement and the merger) and any other matter that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the consummation of the merger or any of the transactions contemplated by the merger agreement

        As of the close of business on April 20, 2017, the supporting stockholders owned in the aggregate 929,838 shares of Ultratech common stock (not including any shares of Ultratech common stock subject to Ultratech stock options or Ultratech RSUs), all of which are subject to the Support Agreement, representing approximately 3.4% of the shares of Ultratech common stock outstanding as of such date.

        The Support Agreement will terminate on the earlier of (i) the effective time and (ii) the termination of the merger agreement. Each supporting stockholder has entered into the Support

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Agreement solely in such supporting stockholder's capacity as stockholder of Ultratech and not in any other capacity.

        See the section entitled "The Support Agreement" beginning on page 125 of this proxy statement/prospectus for more information.

Material U.S. Federal Income Tax Consequences
(see page 126)

        The merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences" beginning on page 126 of this proxy statement/prospectus) of shares of Ultratech common stock generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference between (1) the sum of the amount of cash and the fair market value of the shares of Veeco common stock received and (2) the holder's tax basis in the shares of Ultratech common stock exchanged in the merger.

        Any such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the U.S. Holder's holding period in the Ultratech common stock immediately prior to the merger is more than one year. For U.S. Holders that are individuals, estates or trusts, long-term capital gain generally is taxed at preferential U.S. federal rates. The deductibility of capital losses is subject to limitations.

        A U.S. Holder will have a tax basis in the shares of Veeco common stock received in the merger equal to the fair market value of such shares. The holding period for shares of Veeco common stock received in exchange for shares of Ultratech common stock in the merger will begin on the date immediately following the closing date.

        A Non-U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences" beginning on page 126 of this proxy statement/prospectus) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Ultratech common stock for cash and shares of Veeco common stock in the merger unless such Non-U.S. Holder has certain connections to the United States.

        The U.S. federal income tax consequences described above may not apply to all holders of Ultratech common stock, including certain holders specifically referred to on page 128. Your tax consequences will depend on your own situation. You should consult your tax advisor to determine the particular tax consequences of the merger to you.

Accounting Treatment
(see page 129)

        Veeco prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (referred to in this proxy statement/prospectus as GAAP). The merger will be accounted for using the acquisition method of accounting. Veeco will be treated as the acquiror for accounting purposes.

Comparison of Stockholders' Rights
(see page 135)

        Ultratech stockholders, whose rights are currently governed by the Amended and Restated Certificate of Incorporation of Ultratech (the "Ultratech Charter") and the Amended and Restated Bylaws of Ultratech (as amended, the "Ultratech Bylaws") will, upon receipt of Veeco common stock in the merger, upon completion of the merger, become stockholders of Veeco and their rights will be governed by the Amended and Restated Certificate of Incorporation of Veeco (the "Veeco Charter") and the Fifth Amended and Restated Bylaws of Veeco (the "Veeco Bylaws"). The differences between the Ultratech governing documents and the Veeco governing documents are described in detail under the section entitled "Comparison of Stockholders' Rights" beginning on page 135 of this proxy statement/prospectus.

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THE COMPANIES

Veeco Instruments Inc.

        Veeco creates process equipment that enables technologies for a cleaner and more productive world. Veeco designs, develops, manufactures, markets, and supports thin film equipment to meet the demands of key global trends such as improving energy efficiency, enhancing mobility, and increasing connectivity. Veeco's equipment is used to make electronic devices which enable these trends, including light emitting diodes ("LEDs"), micro-electromechanical systems ("MEMS"), wireless devices, power electronics, hard disk drives ("HDDs"), and semiconductor devices. Veeco's products are sold to semiconductor and advanced packaging device manufacturers, and Veeco may also license its technology to its customers or partners.

        Veeco develops highly differentiated, "best-in-class" equipment for critical performance steps in thin film processing. Veeco's products provide leading technology at low cost-of-ownership. Core competencies in advanced thin film technologies and decades of specialized process know-how help Veeco stay at the forefront of these rapidly advancing industries.

        Veeco's portfolio of technology solutions sell into four key market areas: Lighting, Display & Power Electronics; Advanced Packaging, MEMS & Radio Frequency; Scientific & Industrial; and Data Storage.

        Veeco was organized as a Delaware corporation in 1989. Veeco's headquarters are located at 1 Terminal Drive, Plainview, New York 11803, and its telephone number is (516) 677-0200. Veeco has sales and service operations across the Asia-Pacific region, Europe, and North America to address its customers' needs. Veeco's website is www.veeco.com. The information on Veeco's website is not incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.

Ultratech, Inc.

        Ultratech designs, builds and markets manufacturing systems for the global technology industry. Founded in 1979, Ultratech serves three core markets: frontend semiconductor, backend semiconductor, and nanotechnology. Ultratech is the leading supplier of lithography products for bump packaging of integrated circuits and high-brightness LEDs. Ultratech is also the market leader and pioneer of LSA technology for the production of advanced semiconductor devices. In addition, Ultratech offers solutions leveraging its proprietary CGS technology to the semiconductor wafer inspection market and provides ALD tools to leading research organizations, including academic and industrial institutions.

        The principal executive offices of Ultratech are located at 3050 Zanker Road, San Jose, California 95134, and its telephone number is (408) 321-8835. Additional information about Ultratech and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.

Ulysses Acquisition Subsidiary Corp.

        Merger Subsidiary is a wholly owned subsidiary of Veeco and is a Delaware corporation. Merger Subsidiary was formed on February 1, 2017, for the sole purpose of effecting the merger. In the merger, Merger Subsidiary will be merged with and into Ultratech, with Ultratech surviving as a wholly owned subsidiary of Veeco. The principal executive offices of Merger Subsidiary are located at 1 Terminal Drive, Plainview, New York 11803, and its telephone number is (516) 677-0200.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VEECO

        The following tables present selected historical consolidated financial data of Veeco as of and for the years ended December 31, 2016, 2015, 2014, 2013, and 2012. The consolidated financial statements of Veeco have been presented in accordance with U.S. GAAP.

        The selected consolidated financial data as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016 are derived from Veeco's audited consolidated financial statements incorporated by reference into this proxy statement/prospectus. The selected consolidated financial data as of December 31, 2014, 2013 and 2012 and for each of the years in the two-year period ended December 31, 2013 are derived from Veeco's audited consolidated financial statements not included or incorporated by reference herein.

        The financial information set forth below is only a summary that should be read in conjunction with the section entitled "Risk Factors" beginning on page 38 of this proxy statement/prospectus and Veeco's consolidated financial statements, including the related notes, as well as the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Veeco's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that Veeco previously filed with the SEC and that is incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. See also the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus for the location of information incorporated by reference in this proxy statement/prospectus.

 
  Year ended December 31,  
 
  2016   2015   2014   2013   2012  
 
  (in thousands, except per share data)
 

Statement of Operations Data(1):

                               

Net sales

  $ 332,451   $ 477,038   $ 392,873   $ 331,749   $ 516,020  

Operating income (loss)

    (120,402 )   (23,232 )   (79,209 )   (71,812 )   37,212  

Income (loss) from continuing operations, net of tax

    (122,210 )   (31,978 )   (66,940 )   (42,263 )   26,529  

Basic income (loss) per common share from continuing operations

    (3.11 )   (0.80 )   (1.70 )   (1.09 )   0.69  

Diluted income (loss) per common share from continuing operations

    (3.11 )   (0.80 )   (1.70 )   (1.09 )   0.68  

(1)
Information presented excludes the results of our discontinued operations.
 
  December 31,  
 
  2016   2015   2014   2013   2012  
 
  (in thousands)
 

Balance Sheet Data:

                               

Cash and cash equivalents

  $ 277,444   $ 269,232   $ 270,811   $ 210,799   $ 384,557  

Short-term investments

    66,787     116,050     120,572     281,538     192,234  

Working capital

    357,999     379,904     387,254     485,452     632,197  

Total assets

    758,532     890,789     929,455     947,969     937,304  

Long-term debt (less current installments)

    826     1,193     1,533     1,847     2,138  

Total equity

    594,595     714,615     738,932     780,230     811,212  

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ULTRATECH

        The following tables present selected historical consolidated financial data of Ultratech as of and for the years ended December 31, 2016, 2015, 2014, 2013, and 2012. The consolidated financial statements of Ultratech have been presented in accordance with U.S. GAAP.

        The selected consolidated financial data as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016 are derived from Ultratech's audited consolidated financial statements incorporated by reference into this proxy statement/prospectus. The selected consolidated financial data as of December 31, 2014, 2013 and 2012 and for each of the years in the two-year period ended December 31, 2013 are derived from Ultratech's audited consolidated financial statements not included or incorporated by reference herein.

        The financial information set forth below is only a summary that should be read in conjunction with the section entitled "Risk Factors" beginning on page 38 of this proxy statement/prospectus and Ultratech's consolidated financial statements, including the related notes, as well as the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Ultratech's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that Ultratech previously filed with the SEC and that is incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. See also the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus for the location of information incorporated by reference in this proxy statement/prospectus.

In thousands, except per share data and percentage information
  2016 (e)   2015 (d)   2014 (c)   2013 (b)   2012 (a)  

Statement of Operations Data:

                               

Net sales

  $ 194,051   $ 149,176   $ 150,540   $ 157,272   $ 234,825  

Gross profit

  $ 88,735   $ 65,432   $ 63,273   $ 67,382   $ 131,810  

Gross profit as a percentage of net sales

    46 %   44 %   42 %   43 %   56 %

Operating income (loss)

  $ 8,122   $ (15,040 ) $ (19,063 ) $ (15,058 ) $ 56,398  

Income (loss) before income taxes and cumulative effect of a change in accounting principle

  $ 8,692   $ (14,678 ) $ (18,867 ) $ (14,916 ) $ 56,969  

Pre-tax income (loss) as a percentage of net sales

    4.5 %   (9.8 )%   (12.5 )%   (9.5 )%   24.3 %

Provision (benefit) for income taxes

  $ (2,545 ) $ 450   $ 244   $ (1,147 ) $ 9,782  

Net income (loss)

  $ 11,237   $ (15,128 ) $ (19,111 ) $ (13,769 ) $ 47,187  

Net income (loss) per share—basic

  $ 0.42   $ (0.55 ) $ (0.67 ) $ (0.49 ) $ 1.76  

Number of shares used in per share computation—basic

    27,012     27,429     28,437     28,106     26,881  

Net income (loss) per share—diluted

  $ 0.41   $ (0.55 ) $ (0.67 ) $ (0.49 ) $ 1.70  

Number of shares used in per share computation—diluted

    27,333     27,429     28,437     28,106     27,705  

Balance Sheet Data:

                               

Cash, cash equivalents and short-term investments

  $ 267,593   $ 251,901   $ 269,730   $ 297,035   $ 302,508  

Working capital

  $ 342,357   $ 315,424   $ 334,434   $ 349,055   $ 349,506  

Total assets

  $ 415,572   $ 389,196   $ 417,518   $ 434,164   $ 436,986  

Long-term obligations

  $ 12,456   $ 13,474   $ 15,252   $ 11,923   $ 11,235  

Stockholders' equity

  $ 365,198   $ 341,877   $ 365,120   $ 386,538   $ 375,186  

(a)
Operating income in 2012 includes $12.5 million of stock-based compensation expenses.

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(b)
Operating loss in 2013 includes $15.4 million of stock-based compensation expenses.

(c)
Operating loss in 2014 includes $16.9 million of stock-based compensation expenses.

(d)
Operating loss in 2015 includes $15.3 million of stock-based compensation expenses and $0.8 million of restructuring expenses.

(e)
Operating income in 2016 includes $12.2 million of stock-based compensation expenses.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

        The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the pending merger of Merger Subsidiary with and into Ultratech with Ultratech continuing as the surviving corporation and as a wholly owned subsidiary of Veeco and the related financing transactions, which were announced on February 2, 2017.

        The merger has not yet closed. Under the terms of the merger agreement, Veeco is offering to acquire each outstanding share of Ultratech common stock (other than (i) shares of Ultratech common stock owned by Veeco or Merger Subsidiary and shares of treasury stock held by Ultratech, which will be canceled without consideration, (ii) shares of Ultratech stock held by any subsidiary of either Ultratech or Veeco, which will be converted into such number of shares of common stock of the surviving corporation such that each subsidiary owns the same percentage of the surviving corporation immediately following the effective time as such subsidiary owned of Ultratech immediately prior to the effective time (such shares, together with the shares described in clause (i) are referred to as "excluded shares") and (iii) shares held by holders of Ultratech common stock, if any, who properly exercise their appraisal rights under the DGCL (which we refer to as "dissenting shares")) in exchange for $21.75 in cash and 0.2675 of a share of Veeco common stock, which is referred to in this proxy statement/prospectus as the merger consideration.

Pro Forma Information

        The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 combine the historical consolidated statements of operations of Veeco and Ultratech both for the fiscal year ended December 31, 2016. The unaudited pro forma condensed combined balance sheet as of December 31, 2016 combines the historical consolidated balance sheet of Veeco as of December 31, 2016 with Ultratech as of December 31, 2016, giving effect to the merger as if it had occurred on December 31, 2016. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information has been prepared by Veeco using the acquisition method of accounting in accordance with GAAP.

        The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the following historical consolidated financial statements and accompanying notes, which are incorporated by reference in this proxy statement/prospectus:

    separate historical financial statements of Veeco as of and for the year ended December 31, 2016, and the related notes included in Veeco's Annual Report for the year ended December 31, 2016 on Form 10-K and

    separate historical financial statements of Ultratech as of and for the year ended December 31, 2016, and the related notes included in Ultratech's Annual Report for the year ended December 31, 2016 on Form 10-K.

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        The unaudited pro forma condensed combined financial information reflects the estimated aggregate consideration of approximately $820.4 million for the acquisition, as calculated below (in thousands, except number of shares and price per share):

Number of shares of Ultratech common stock issued and outstanding as of February 28, 2017

    27,193,744  

Multiplied by exchange ratio per the merger agreement

    0.2675  

Number of shares of Veeco common stock to be issued*

    7,274,327  

Multiplied by price of Veeco common stock*

  $ 27.35  

Fair value of shares of common stock to be issued to Ultratech stockholders

  $ 198,953  

Cash consideration to be paid to Ultratech shareholders and equity award holders

  $ 621,239  

Estimated replacement equity awards attributable to pre-acquisition service

  $ 197  

Estimated merger consideration

  $ 820,389  

*
The estimated merger consideration has been determined based on the closing price of Veeco common stock on February 28, 2017. Pursuant to business combination accounting rules, the final consideration will be based on the number of shares of Ultratech common stock outstanding and the price of Veeco common stock as of the closing date. The exchange ratio and cash consideration to be paid to Ultratech shareholders and equity award holders assumes no adjustment to the exchange ratio. See "The Merger Agreement—Merger Consideration" beginning as page 100 of this proxy statement/prospectus.

        In accordance with the acquisition method of accounting, the actual consolidated financial statements of Veeco will reflect the Ultratech acquisition only from and after the date of the completion of the acquisition. Veeco has performed a preliminary valuation analysis of the fair value of Ultratech's assets to be acquired and liabilities to be assumed. The assets and liabilities of Ultratech have been measured based on various preliminary estimates using assumptions that Veeco believes are reasonable based on information that is currently available. Differences between these preliminary estimates and the final acquisition accounting will occur, and those differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined company's future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the SEC.

        Veeco intends to commence the necessary valuation and other studies required to complete the acquisition accounting promptly upon consummation of the merger and will finalize the acquisition accounting as soon as practicable within the required measurement period in accordance with Accounting Standards Codification ("ASC") Topic 805, but in no event later than one year following consummation of the merger.

        The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Veeco and Ultratech would have achieved had the companies been combined during this period and is not intended to project the future results of operations that the combined company may achieve after the merger. The unaudited pro forma condensed combined financial information does not reflect the realization of any cost savings following consummation of the merger and also does not reflect any related restructuring and integration charges to achieve those cost savings or any charges that may be incurred as a result of double trigger change in control provisions that may be met subsequent to the acquisition.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2016
(in thousands)

 
  Historical    
   
   
   
   
   
 
 
  As of 12/31/16   As of 12/31/16    
   
   
   
   
  As of 12/31/16  
 
  Reclassification
Adjustments
  Financing
and Other
Adjustments
   
  Pro Forma
Adjustments
   
  Pro Forma
Consolidated
 
 
  Veeco   Ultratech    
   
 
 
   
   
  (Note 1)
  (Note 3)
   
  (Note 3)
   
   
 

Current Assets

                                                 

Cash and cash equivalents

  $ 277,444   $ 86,744   $   $ 325,850     (a ) $ (535,595 )   (a ) $ 154,443  

Short-term investments

    66,787     180,849                   (100,000 )   (b )   147,636  

Accounts receivable, net

    58,020     54,549                             112,569  

Inventories

    77,063     50,475                   6,623     (c )   134,161  

Deferred cost of sales

    6,160         200               (200 )   (d )   6,160  

Prepaid and other current assets

    16,034     7,658                             23,692  

Total current assets

    501,508     380,275     200     325,850           (629,172 )         578,661  

Property, plant and equipment, net

    60,646     13,869     4,540               3,174     (e )   82,229  

Intangible assets, net

    58,378     10,630                   279,520     (f )   348,528  

Goodwill

    114,908                       208,280     (g )   323,188  

Deferred income taxes

    2,045                                 2,045  

Other assets

    21,047     10,798     (4,540 )                       27,305  

TOTAL ASSETS

  $ 758,532   $ 415,572   $ 200   $ 325,850         $ (138,198 )       $ 1,361,956  

Current liabilities

                                                 

Accounts payable

  $ 22,607   $ 14,038   $   $         $         $ 36,645  

Accrued expenses and other current liabilities

    33,201     18,028     (583 )             5,392     (h )   56,038  

Customer deposits and deferred revenue

    85,022     4,352     783               (1,945 )   (i )   88,212  

Income taxes payable

    2,311                                 2,311  

Notes payable and current portion of long-term debt

    368     1,500                             1,868  

Total current liabilities

    143,509     37,918     200               3,447           185,074  

Deferred income taxes

    13,199                       24,698     (j )   37,897  

Long-term debt

    826             265,184     (k )             266,010  

Other liabilities

    6,403     12,456                   (295 )   (l )   18,564  

Total liabilities

    163,937     50,374     200     265,184           27,850           507,545  

Stockholders' equity:

                                                 

Preferred stock

                                     

Common stock

    407     31                   46     (m )   484  

Additional paid-in capital

    763,303     378,110         70,568     (n )   (179,037 )   (n )   1,032,944  

Retained earnings (accumulated deficit)

    (168,583 )   54,839         (9,902 )   (o )   (54,839 )   (o )   (178,485 )

Accumulated other comprehensive income (loss)

    1,777     (619 )                 619     (p )   1,777  

Treasury stock

    (2,309 )   (67,163 )                 67,163     (q )   (2,309 )

Total stockholders' equity

    594,595     365,198         60,666           (166,048 )         854,411  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 758,532   $ 415,572   $ 200   $ 325,850         $ (138,198 )       $ 1,361,956  

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2016
(in thousands, except per share amounts)

 
  Historical    
   
   
   
   
   
   
 
   
   
   
   
   
  Year
Ended
12/31/16
   
 
  Year
Ended
12/31/16
  Year
Ended
12/31/16
   
   
   
   
   
   
 
  Reclassification
Adjustments
  Financing
Adjustments
   
  Pro Forma
Adjustments
   
  Pro Forma
Consolidated
   
 
  Veeco   Ultratech    
   
   
 
   
   
  (Note 1)
  (Note 3)
   
  (Note 3)
   
   
   

Net sales

  $ 332,451   $ 194,051   $   $       $       $ 526,502    

Cost of sales

    199,593     105,316     (1,623 )           24   (r)     303,310    

Gross profit

    132,858     88,735     1,623             (24 )       223,192    

Operating expenses, net:

                                               

Research and development

    81,016     35,201                 35   (s)     116,252    

Selling, general, and administrative

    77,642     45,412     (170 )           (322 ) (t)     122,562    

Amortization of intangible assets

    19,219         1,659             31,699   (u)     52,577    

Restructuring

    5,640                             5,640    

Asset impairment

    69,520                             69,520    

Other, net

    223         134                     357    

Total operating expenses

    253,260     80,613     1,623             31,412         366,908    

Operating income (loss)

    (120,402 )   8,122                 (31,436 )       (143,716 )  

Interest income (expense), net

    958     570         (20,208 ) (v)     (1,180 ) (v)     (19,860 )  

Income (loss) before income taxes

    (119,444 )   8,692         (20,208 )       (32,616 )       (163,576 )  

Income tax expense (benefit)

    2,766     (2,545 )               (619 ) (w)     (398 )  

Net income (loss)

  $ (122,210 ) $ 11,237   $   $ (20,208 )     $ (31,997 )     $ (163,178 )  

Income (loss) per common share Basic / diluted

  $ (3.11 )                                 $ (3.50 )  

Weighted average shares outstanding Basic / diluted

    39,340                                     46,614   (x)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Pro Forma Presentation

        The unaudited pro forma condensed combined financial information is based on Veeco's and Ultratech's historical consolidated financial statements as adjusted to give effect to the acquisition of Ultratech and the debt issuance Veeco closed in January 2017, the proceeds from which Veeco will use toward satisfaction of the cash portion of the merger consideration. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 give effect to the Ultratech acquisition as if it had occurred on January 1, 2016. The unaudited condensed combined pro forma balance sheet as of December 31, 2016 gives effect to the Ultratech acquisition as if it had occurred on December 31, 2016.

        The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The historical financial information has been adjusted to give effect to transactions that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the operating results of the combined company. The historical information of Veeco and Ultratech is presented in accordance with GAAP. Veeco is not currently aware of any significant accounting policy differences between Veeco and Ultratech. Certain reclassification adjustments have been made to conform Ultratech's presentation of financial information to Veeco's presentation (see below). Following the acquisition and during the ASC Topic 805 measurement period, management will conduct a final review of Ultratech's accounting policies in an effort to determine if differences in accounting policies require adjustment or reclassification of Ultratech's results of operations or reclassification of assets or liabilities to conform to Veeco's accounting policies and classifications. As a result of this review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.

        The acquisition method of accounting is based on ASC Topic 805, Business Combinations, which uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures.

        ASC Topic 805 requires, among other things, that assets and liabilities acquired be recognized at their fair values as of the acquisition date. Financial statements of Veeco issued after completion of the Ultratech acquisition will reflect such fair values, measured as of the acquisition date, which may be different than the estimated fair values included in this unaudited pro forma condensed combined financial information. In addition, ASC Topic 805 establishes that the consideration transferred be measured at the closing date of the Ultratech acquisition at the then-current fair value, which will likely result in acquisition consideration that is different from the amount assumed in this unaudited pro forma condensed combined financial information.

        ASC Topic 820 defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers unrelated to Veeco in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Veeco may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Veeco's intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

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        Under ASC Topic 805, acquisition-related transaction costs (such as advisory, legal, valuation, other professional fees) are not included as a component of acquisition consideration and are excluded from the unaudited pro forma condensed combined statements of operations. Such costs will be expensed in the historical statements of operations in the periods incurred. Veeco expects to incur total acquisition-related transaction costs of approximately $9.9 million and Ultratech expects to incur total acquisition-related transaction costs of approximately $14.7 million, of which approximately $0.4 million was incurred in 2016.

        The unaudited pro forma condensed combined financial information are presented solely for informational purposes and are not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is the unaudited pro forma condensed combined financial information necessarily indicative of the future results of the combined company.

        The unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, or any revenue, tax, or other synergies that could result from the acquisition. In addition they do not reflect any related restructuring, severance and integration charges to achieve those cost savings or any charges that may be incurred as a result of double trigger change in control provisions that may be met subsequent to the acquisition.

        Certain reclassification adjustments presented below have been made to Ultratech's historical balance sheet as of December 31, 2016 and consolidated results of operations for the year ended December 31, 2016 to conform to Veeco's presentation (in thousands):

    Balance Sheet as of December 31, 2016

 
  Before
Reclassification
  Reclassification   After
Reclassification
 
 
  (dollars in thousands)
 

Deferred cost of sales

        200 (i)   200  

Property, plant and equipment, net

    13,869     4,540 (ii)   18,409  

Other assets

    10,798     (4,540) (ii)   6,258  

Accrued expenses and other current liabilities

    18,028     (583) (iii)   17,445  

Customer deposits and deferred revenue

    4,352     200 (i)   5,135  

          583 (iii)      

(i)
Represents the reclassification of deferred cost of goods sold from the "Customer deposits and deferred revenue" line item to the "Deferred cost of goods sold" line item.

(ii)
Represents the reclassification of demonstration and laboratory equipment from the "Other assets" line item to the "Property, plant and equipment" line item.

(iii)
Represents the reclassification of advanced billings from the "Accrued expenses and other current liabilities" line item to the "Customer deposits and deferred revenue" line item.

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    Statement of Operations for the year ended December 31, 2016

 
  Before
Reclassification
  Reclassification   After
Reclassification
 
 
  (dollars in thousands)
 

Cost of sales

    105,316     (1,600) (iv)   103,693  

          (23) (v)      

Selling, general, and administrative

    45,412     (59) (iv)   45,242  

          (111) (v)      

Amortization of intangible assets

        1,659 (iv)   1,659  

Other, net

        134 (v)   134  

(iv)
Represents the reclassification of amortization of intangible assets from the "Cost of sales" and "Selling, general, and administrative" line items to the "Amortization of intangible assets" line item.

(v)
Represents the reclassification of loss from disposal of assets from the "Cost of sales" and "Selling, general, and administrative" line items to the "Other, net" line item.

Note 2. Estimated Ultratech Purchase Consideration and Preliminary Purchase Price Allocation

        The following summarizes the preliminary allocation of the purchase price for Ultratech based on the terms of the merger agreement and Veeco's preliminary estimates of fair value of assets and liabilities as if the acquisition had occurred on December 31, 2016. The final determination of the allocation of the purchase price will be based on the fair value of such assets and liabilities as of the actual merger date (in thousands):

Purchase price allocation
   
 

Cash and cash equivalents

  $ 72,388  

Short-term investments

    180,849  

Accounts receivable, net

    54,549  

Inventories

    57,098  

Prepaid and other current assets

    7,658  

Property, plant and equipment, net

    21,583  

Intangible assets, net

    290,150  

Other assets

    6,258  

Total Assets

    690,533  

Accounts payable

    14,038  

Accrued expenses and other current liabilities

    22,837  

Customer deposits and deferred revenue

    3,190  

Notes payable and current portion of long-term debt

    1,500  

Deferred income taxes—non-current

    24,698  

Other liabilities

    12,161  

Total Liabilities

    78,424  

Net assets acquired (a)

    612,109  

Estimated purchase consideration (b)

    820,389  

Estimated goodwill (b) - (a)

  $ 208,280  

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        This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations. The final purchase price allocation will be determined when Veeco has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as technology and customer relationships as well as goodwill, (3) changes in deferred income taxes, and (4) other changes to assets and liabilities.

        Estimated goodwill represents the excess of the preliminary estimated purchase price over the estimated fair value of the underlying net assets acquired. Estimated goodwill is not amortized but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill recognized in the merger is not expected to be deductible for tax purposes.

        Estimated Purchase Consideration Sensitivity.     The table below illustrates the potential impact to the total estimated purchase price for Ultratech resulting from a 10% increase or decrease in the price of Veeco common stock of $27.35 on February 28, 2017. For the purpose of this calculation, the total number of shares and equity awards (vested and unvested) has been assumed to be the same as in the table above (in thousands):

 
  Stock
Price
  Purchase
Price
  Goodwill  

10% increase in Veeco's share price

                   

Stock Consideration

  $ 30.09     218,848        

Cash Consideration

          622,823        

Replacement Award Consideration

          202        

        $ 841,873   $ 229,764  

10% decrease in Veeco's share price

                   

Stock Consideration

  $ 24.62     179,058        

Cash Consideration

          619,756        

Replacement Award Consideration

          192        

        $ 799,006   $ 186,897  
(a)
For pro forma purposes, Veeco has assumed the cash portion of the transaction will be funded with a combination of available cash as well as a borrowing of approximately $345.0 million under the public offering of Convertible Notes that Veeco completed in January 2017. For a more complete description of Veeco's Convertible Notes financing for the merger, see Veeco's Current Report on Form 8-K filed on January 18, 2017.

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Note 3. Pro Forma Adjustments

        Balance Sheet Adjustments.     The unaudited pro forma adjustments related to Ultratech included in the unaudited pro forma condensed combined balance sheet are as follows (in thousands):

(a)
Cash and cash equivalents
 
  December 31,
2016
 

Cash consideration paid for shares and vested equity awards

  $ (621,239 )

Cash provided from borrowing

    345,000  

Cash provided from sale of short-term investments

    100,000  

Cash paid for debt financing costs

    (9,248 )

Estimated Ultratech transaction costs anticipated to be paid concurrent with the closing of the merger

    (14,356 )

Estimated Veeco transaction costs anticipated to be paid concurrent with the closing of the merger

    (9,902 )

Total adjustments to cash and cash equivalents

  $ (209,745 )
(b)
Short-term Investments

        This adjustment represents the estimated proceeds from the sale of short-term investments that will be used to finance the acquisition in order to maintain sufficient cash reserve balances.

(c)
Inventory

        This adjustment represents the estimated adjustment to step up Ultratech inventory to a fair value of approximately $57.1 million, an increase of approximately $6.6 million from the carrying value. The fair value estimate is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. After the acquisition, the step-up in inventory fair value of approximately $6.6 million will increase cost of sales over approximately six months as the inventory is sold. This increase is not reflected in the pro forma condensed combined statement of operations because it does not have a continuing impact.

(d)
Deferred cost of sales

        This adjustment represents the estimated adjustment to Ultratech deferred cost of sales of approximately $0.2 million.

(e)
Property, plant and equipment, net

        This adjustment represents the estimated adjustment to step up Ultratech's property and equipment to a fair value of approximately $21.6 million, an increase of approximately $3.2 million from the carrying value. The fair value estimate is preliminary and subject to change.

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(f)
Intangibles
 
  December 31,
2016
  Estimated
Useful
Life

To eliminate the historical net book value of Ultratech's intangible assets

  $ (10,630 )  

Technology

    113,580   9 years

In-process research and development

    31,930   n/a

Customer relationships

    113,940   12 years

Trademark and trade name

    22,700   7 years

Order backlog

    8,000   0.5 years

Total adjustments to intangibles

  $ 279,520    

        Identifiable intangible assets and liabilities acquired include developed technology, customer relationships, trademark and trade name, backlog and in-process research and development. In-process research and development will be accounted for as an indefinite-lived intangible asset until the underlying projects are completed or abandoned. The fair value of intangible assets is based on Veeco's preliminary valuation as of the deemed acquisition date of December 31, 2016. Estimated useful lives (where relevant for the purposes of these unaudited pro forma financial statements) are based on the time periods during which the intangibles are expected to result in incremental cash flows.

(g)
Goodwill

        This adjustment represents the preliminary estimated goodwill associated with the acquisition of Ultratech of approximately $208.3 million. Goodwill was calculated by taking total consideration transferred of $820.4 million less identifiable net assets acquired of $612.1 million.

(h)
Accrued liabilities
 
  December 31,
2016
 

To record fair value of deferred compensation plan liabilities payable upon change in control

  $ 3,114  

To record fair value of Ultratech payroll tax liability

    2,278  

Total adjustments to Accrued liabilities

  $ 5,392  
(i)
Customer deposits and deferred revenue
 
  December 31,
2016
 

To eliminate the historical current deferred revenue of Ultratech

  $ (5,135 )

To record preliminary fair value of current deferred revenue

    3,190  

Total adjustments to Customer deposits and deferred revenue

  $ (1,945 )

        After the acquisition, this adjustment will not have a continuing impact as the service contracts, extended warranties, and customer deposits are primarily provided over 12 months and, accordingly, have been excluded from the unaudited pro forma condensed combined statement of operations.

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(j)
Deferred income taxes
 
  December 31,
2016
 

Fair value adjustment on identifiable intangible assets

  $ 24,570  

Fair value adjustment on property, plant and equipment

    128  

Total adjustments to non-current deferred tax liabilities

  $ 24,698  
(k)
Debt
 
  December 31,
2016
 

New debt financing

  $ 345,000  

Debt discount for convertible feature

    (72,512 )

Debt discount for issuance costs

    (7,304 )

Total adjustments to Long-term debt

  $ 265,184  
(l)
Other liabilities
 
  December 31,
2016
 

To eliminate the historical non-current deferred revenue of Ultratech

  $ (1,145 )

To record preliminary fair value of non-current deferred revenue

    850  

Total adjustments to Other liabilities, non-current

  $ (295 )
(m)
Common stock
 
  December 31,
2016
 

To eliminate the historical common stock of Ultratech

  $ (31 )

To record the par value of common stock issued by Veeco in connection with the transaction

    73  

To record the par value of common stock issued by Veeco in connection with replacement awards

    4  

Total adjustments to Common stock

  $ 46  

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(n)
Additional paid-in-capital
 
  December 31,
2016
 

To eliminate the historical additional paid-in capital of Ultratech

  $ (378,110 )

To record the additional paid-in capital for estimated common stock issued by Veeco in connection with the transaction

    198,880  

To record the additional paid-in capital for replacement awards attributable to pre-acquisition services

    193  

To record the additional paid-in capital associated with the conversion feature of the new debt financing net of $1,944 of associated debt issuance costs

    70,568  

Total adjustments to Additional paid-in capital

  $ (108,469 )
(o)
Retained earnings (accumulated deficit)
 
  December 31,
2016
 

To eliminate the historical retained earnings of Ultratech

  $ (54,839 )

To record Veeco estimated transaction costs

    (9,902 )

Total adjustments to Retained earnings (accumulated deficit)

  $ (64,741 )
(p)
Accumulated other comprehensive income (loss)

        To eliminate $0.6 million of historical accumulated other comprehensive loss of Ultratech.

(q)
Treasury stock

        To eliminate $67.2 million of historical treasury stock relating to Ultratech.

        Statement of Operations Adjustments.     The unaudited pro forma adjustments related to Ultratech included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 are as follows (in thousands):

(r)
Cost of sales

        To record net impact of $0.02 million eliminating the historical depreciation expense related to property, plant and equipment included within the operating results of Ultratech as well as adjusting for depreciation expense related to the fair value adjustments of property, plant and equipment as part of purchasing accounting.

(s)
Research and development

        To record net impact of $0.04 million eliminating the historical depreciation expense related to property, plant and equipment included within the operating results of Ultratech as well as adjusting for depreciation expense related to the fair value adjustments of property, plant and equipment as part of purchasing accounting.

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(t)
Selling, general and administrative
 
  Pro Forma
Fiscal Year
Ended
December 31,
2016
 

To record the net impact of eliminating the historical depreciation expense related to PP&E included within the operating results of Ultratech as well as adjusting for the depreciation expense related to the fair value adjustments of PP&E as part of purchase accounting

  $ 64  

To eliminate Ultratech's incurred transaction costs recorded in selling, general and administrative expenses

    (386 )

Total adjustments to Selling, general and administrative

  $ (322 )
(u)
Amortization of intangible assets

        To record the net impact of amortization expense of $31.7 million related to newly acquired intangible assets associated with Ultratech.

(v)
Interest income (expense), net

        The following table shows the change in interest expense:

 
  Pro Forma
Fiscal Year
Ended
December 31,
2016
 

To adjust interest income related to the cash paid in connection with the acquisition

  $ (1,180 )

Debt financing interest expense

    (20,208 )

Total adjustments to Interest income (expense), net

  $ (21,388 )
(w)
Income tax expense (benefit)
 
  Pro Forma
Fiscal Year
Ended
December 31,
2016
 

Adjustment on account of step-up in amortization of foreign intangible assets

  $ (612 )

Adjustment on account of step-up in depreciation of foreign plant property and equipment assets

    (7 )

Total adjustments to Income tax expense (benefit)

  $ (619 )

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(x)
Income (loss) per common share

        Pro forma income (loss) per common share are based on historical Veeco weighted average shares outstanding, adjusted to assume the shares estimated to be issued by Veeco for the Ultratech acquisition were outstanding for the entire periods presented.

 
  Pro Forma
Fiscal Year
Ended
December 31,
2016
 

Veeco weighted average shares outstanding—basic and diluted

  $ 39,340  

Veeco shares estimated to be issued for Ultratech acquisition

    7,274  

Pro forma combined weighted average shares outstanding

  $ 46,614  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        Presented below are Veeco's and Ultratech's historical per share data, unaudited pro forma combined per share data, and unaudited pro forma equivalent data for the years ended December 31, 2016, 2015, and 2014. This information should be read together with the consolidated financial statements and related notes of Veeco and Ultratech that are incorporated by reference into this proxy statement/prospectus and with the unaudited pro forma condensed combined financial data included under the section entitled "Unaudited Pro Forma Condensed Combined Financial Information." The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the periods presented or on the dates presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. The pro forma net income per share of the combined company is computed by dividing the pro forma net income by the pro forma weighted average number of basic or diluted shares outstanding. The historical book value per share is computed by dividing total stockholders' equity by the number of diluted shares of common stock outstanding at the end of the period. The pro forma book value per share of the combined company is computed by dividing total pro forma stockholders' equity by the pro forma number of shares of common stock outstanding at the end of the period. The unaudited pro forma equivalent share data was calculated by multiplying the unaudited pro forma combined company common share amounts by the exchange ratio of 0.2675.

 
  Fiscal  
 
  2016   2015   2014  

Veeco Historical Per Common Share Data

                   

Net income (loss)

  $ (3.11 ) $ (0.80 ) $ (1.70 )

Net income (loss)—assuming dilution

  $ (3.11 ) $ (0.80 ) $ (1.70 )

Cash dividends

             

Book Value

  $ 15.11   $ 17.98   $ 18.78  

Pro Forma Combined Per Veeco Common Share Data

                   

Net income (loss)

  $ (3.50 ) $ (2.07 ) $ (2.91 )

Net income (loss)—assuming dilution

  $ (3.50 ) $ (2.07 ) $ (2.91 )

Cash dividends

             

Book Value

  $ 18.33   $ 20.70   $ 21.27  

Ultratech Historical Per Common Share Data

                   

Net income (loss)

  $ 0.42   $ (0.55 ) $ (0.67 )

Net income (loss)—assuming dilution

  $ 0.41   $ (0.55 ) $ (0.67 )

Cash dividends

             

Book Value

  $ 13.36   $ 12.46   $ 12.84  

Pro Forma Combined Per Ultratech Equivalent Common Share Data

                   

Net income (loss)

  $ (0.94 ) $ (0.55 ) $ (0.78 )

Net income (loss)—assuming dilution

  $ (0.94 ) $ (0.55 ) $ (0.78 )

Cash dividends

             

Book Value

  $ 4.90   $ 5.54   $ 5.69  

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COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION (UNAUDITED)

        Shares of Veeco's common stock are listed for trading on NASDAQ under the symbol "VECO." Shares of Ultratech common stock are listed for trading on NASDAQ under the symbol "UTEK."

Historical Market Price Information

        The following table sets forth, for the periods indicated, the intraday high and low sales prices per share of Veeco common stock and per share of Ultratech common stock, in both cases as reported on NASDAQ.

        On February 1, 2017, the last trading day before the execution and public announcement of the Merger Agreement, the closing price of a share of Veeco common stock on NASDAQ was $25.75. On April 21, 2017, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price of a share of Veeco common stock on NASDAQ was $31.00.

        On February 1, 2017, the last trading day before the execution and public announcement of the Merger Agreement, the closing price of a share of Ultratech common stock on NASDAQ was $25.94. On April 21, 2017, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price of a share of Ultratech common stock on NASDAQ was $30.01.

        On April 21, 2017 the last practicable day prior to the date of this proxy statement/prospectus, there were 40,568,473 shares of Veeco common stock outstanding and 27,245,213 shares of Ultratech common stock outstanding. As of such date, Veeco had 86 holders of record of its common stock and Ultratech had 166 holders of record of its common stock.

 
  VECO   UTEK  
 
  High   Low   Dividend
Paid
(per
share)
  High   Low   Dividend
Paid
(per
share)
 
 
  ($)
  ($)
 

Year Ended December 31, 2014

                                     

Quarter ended March 31, 2014

    44.35     31.78   $ 0.00     29.85     23.10   $ 0.00  

Quarter ended June 30, 2014

    44.39     30.57   $ 0.00     29.40     20.28   $ 0.00  

Quarter ended September 30, 2014

    38.03     33.10   $ 0.00     27.72     21.82   $ 0.00  

Quarter ended December 31, 2014

    38.40     30.54   $ 0.00     23.16     16.84   $ 0.00  

Year Ended December 31, 2015

                                     

Quarter ended March 31, 2015

    35.44     27.80   $ 0.00     19.13     15.59   $ 0.00  

Quarter ended June 30, 2015

    32.10     27.80   $ 0.00     21.00     16.81   $ 0.00  

Quarter ended September 30, 2015

    29.02     19.89   $ 0.00     18.91     14.75   $ 0.00  

Quarter ended December 31, 2015

    22.06     16.54   $ 0.00     20.46     13.97   $ 0.00  

Year Ended December 31, 2016

                                     

Quarter ended March 31, 2016

    21.78     15.26   $ 0.00     22.35     17.31   $ 0.00  

Quarter ended June 30, 2016

    20.20     15.62   $ 0.00     23.65     19.52   $ 0.00  

Quarter ended September 30, 2016

    21.49     15.53   $ 0.00     26.40     22.23   $ 0.00  

Quarter ended December 31, 2016

    30.45     19.48   $ 0.00     24.27     20.69   $ 0.00  

Year Ended December 31, 2017

                                     

Quarter ended March 31, 2017

    30.28     24.45   $ 0.00     29.77     23.75   $ 0.00  

Quarter ended June 30, 2017 (through April 21, 2017)

    31.10     27.35   $ 0.00     30.05     28.94   $ 0.00  

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Recent Closing Prices and Comparative Market Price Information

        Shares of Veeco's common stock are listed for trading on Nasdaq under the symbol "VECO" and shares of Ultratech common stock are listed for trading on Nasdaq under the symbol "UTEK". The following table sets forth the closing sales prices of a share of Veeco common stock (as reported on Nasdaq) and of Ultratech common stock (as reported on Nasdaq), each on February 1, 2017, the last trading day before the day on which Veeco and Ultratech announced the execution of the merger agreement, and on April 21, 2017, the last practicable trading day before the date of this proxy statement/prospectus.

 
  Veeco
Common
Stock
Price per
Share
  Ultratech
Common
Stock
Price per
Share
 

February 1, 2017

  $ 25.75   $ 25.94  

April 21, 2017

  $ 31.00   $ 30.01  

        The market prices of Veeco common stock and Ultratech common stock will fluctuate before the special meeting and before the merger is consummated. The price of Veeco common stock at the closing will not be known at the time of the special meeting and may be more or less than the current price of Veeco common stock or the price of Veeco common stock at the time of the special meeting. Based on the closing stock price of Veeco common stock on Nasdaq on February 1, 2017 of $25.75, the value of the stock consideration was $6.89. Based on the closing stock price of Veeco common stock on Nasdaq on April 21, 2017, the latest practicable date before the mailing of this proxy statement/prospectus, of $31.00, the value of the stock consideration was $8.29. We urge you to obtain current market quotations for shares of Veeco common stock and Ultratech common stock. You should obtain current stock price quotations from a newspaper, the Internet or your broker or banker.

Dividend Policy

        Veeco's Dividend Policy.     Veeco has never declared or paid any cash dividends on its common stock. The Veeco board will determine future dividend policy based on Veeco's consolidated results of operations, financial condition, capital requirements, and other circumstances. The merger agreement prohibits Veeco from authorizing or paying dividends or making distributions on its capital stock, so Veeco does not expect to pay dividends for as long as the merger agreement is in effect.

        Ultratech's Dividend Policy.     Ultratech has never declared or paid any cash dividends on its common stock. The merger agreement prohibits Ultratech from authorizing or paying dividends or making distributions on its capital stock, so Ultratech does not expect to pay dividends for as long as the merger agreement is in effect.

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RISK FACTORS

         In addition to the other information included and incorporated by reference in this proxy statement/prospectus, including the matters addressed in the section entitled "Special Note Regarding Forward-Looking Statements" beginning on page 46 of this proxy statement/prospectus, you should carefully consider the following risks before deciding whether to vote for the adoption of the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of Veeco and Ultratech because these risks will also affect Veeco after the merger. These risks can be found in the Annual Reports on Form 10-K for Veeco for the fiscal year ended December 31, 2016, and for Ultratech for the fiscal year ended December 31, 2016, and any amendments thereto, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K, which are, or will be, incorporated by reference into this proxy statement/prospectus. The risks and uncertainties described below are not the only risks and uncertainties the parties may face. Additional risks and uncertainties not presently known to the parties, or that the parties currently consider immaterial, could also negatively affect the business, financial condition, results of operations, prospects, profits and stock prices of Veeco (including after the merger) or Ultratech. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.


Risk Factors Relating to the Merger

Because the stock consideration is based on a fixed exchange ratio and the market price of Veeco common stock will fluctuate, Ultratech stockholders cannot be sure of the merger consideration they will receive at the time of the special meeting or at any time prior to the closing of the merger.

        Upon completion of the merger, each share of Ultratech common stock will be converted into the right to receive merger consideration consisting of shares of Veeco common stock and cash pursuant to the terms of the merger agreement. As of April 21, 2017, the latest practicable date before the mailing of this proxy statement/prospectus, the per share value of the merger consideration to be received by Ultratech stockholders was equal to approximately $30.04, which includes (i) $21.75 in cash, without interest, and (ii) 0.2675 shares of Veeco common stock, subject to adjustment in certain cases as further discussed under the section entitled "The Merger Agreement—The Merger" beginning on page 100 of this proxy statement/prospectus. The total value of the merger consideration that an Ultratech stockholder will receive upon completion of the merger will depend on the price of Veeco common stock as of the effective time. This price may vary from the closing price of Veeco common stock on the date we announced the merger, on the date that this proxy statement/prospectus was mailed to Ultratech stockholders, on the date of the special meeting and on the closing date. Any change in the market price of Veeco common stock prior to completion of the merger will affect the total value of the merger consideration that an Ultratech stockholder will receive upon completion of the merger. Accordingly, at the time of the special meeting, Ultratech stockholders will not necessarily know or be able to calculate the total value of the merger consideration they would receive upon completion of the merger. Neither company is permitted to terminate the merger agreement or resolicit the vote of Ultratech's stockholders solely because of changes in the market prices of either company's stock. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for shares of Veeco common stock and for shares of Ultratech common stock.

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The market price of Veeco common stock after the merger will fluctuate and may be affected by factors different from those affecting shares of Ultratech stock or Veeco stock currently.

        Upon completion of the merger, Ultratech stockholders will become Veeco stockholders. The market price of Veeco common stock may fluctuate significantly following consummation of the merger and Ultratech stockholders could lose the value of their investment in Veeco common stock. In addition, the stock market has experienced significant price and volume fluctuations in recent times which could have a material adverse effect on the market for, or liquidity of, the Veeco common stock, regardless of Veeco's actual operating performance. In addition, the results of operations of the combined company and the market price of Veeco common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Veeco and Ultratech. For a discussion of the businesses of Veeco and Ultratech and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to in the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus.

Sales of shares of Veeco common stock after the completion of the transaction may cause the market price of Veeco common stock to fall.

        Based on the number of outstanding shares of Ultratech common stock as of April 21, 2017, the latest practicable date before the mailing of this proxy statement/prospectus, Veeco would issue approximately 7,288,094 shares of Veeco common stock in connection with the merger. Many Ultratech stockholders may decide not to hold the shares of Veeco common stock they will receive in the merger. Other Ultratech stockholders may be required to sell the shares of Veeco common stock that they receive in the merger. Such sales of Veeco common stock could have the effect of depressing the market price for Veeco common stock and may take place promptly following the merger.

The merger is subject to a number of conditions, some of which are outside of the parties' control, and, if these conditions are not satisfied, the merger agreement may be terminated and the merger may not be completed.

        The merger agreement contains a number of conditions that must be fulfilled to complete the merger. These conditions include, among others, adoption by Ultratech stockholders of the merger agreement; the absence of any temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction pending or in effect that would enjoin or otherwise prohibit the consummation of the merger; the Form S-4 of which this proxy statement/prospectus forms a part having been declared effective by the SEC under the 1933 Act, no stop order suspending the effectiveness of the Form S-4 having been issued by the SEC and no proceedings for that purpose having been initiated by the SEC; authorization by Nasdaq for listing of the shares of Veeco common stock to be issued in the merger; accuracy of representations and warranties of the parties to the applicable standard provided by the merger agreement; no "Company Material Adverse Effect" or "Parent Material Adverse Effect" (each as defined in the merger agreement) having occurred since the date of the merger agreement and performance by the parties with all of their obligations required to be performed by the merger agreement in all material respects.

        The required satisfaction of the foregoing conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause Veeco not to realize some or all of the benefits that the parties expect Veeco to achieve following the merger. Further, there can be no assurance that the conditions to closing will be satisfied or waived or that the merger will be completed.

        In addition, if the merger is not completed by October 30, 2017 (subject to a potential extension if Veeco or Ultratech brings a suit, action or proceeding to enforce specifically the terms and provisions

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of the merger agreement), either Veeco or Ultratech may choose to terminate the merger agreement. Veeco or Ultratech may also elect to terminate the merger agreement in certain other circumstances, and the parties can mutually decide to terminate the merger agreement at any time prior to the effective time, before or after approval by Ultratech's stockholders, as applicable. See the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 121 of this proxy statement/prospectus for a more detailed description of these circumstances.

Failure to complete the merger could negatively affect the share prices and the future business and financial results of either or both of Veeco and Ultratech.

        If the merger is not completed, the ongoing businesses of either or both of Veeco and Ultratech may be adversely affected. Additionally, if the merger is not completed and the merger agreement is terminated, in certain circumstances Ultratech may be required to pay Veeco a termination fee of $26.5 million. See the sections entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 121 of this proxy statement/prospectus and "The Merger Agreement—Termination Fee Payable by Ultratech" beginning on page 123 of this proxy statement/prospectus for a more detailed description of these circumstances. In addition, Veeco and Ultratech have incurred and will continue to incur significant transaction expenses in connection with the merger regardless of whether the merger is completed. Furthermore, Veeco or Ultratech may experience negative reactions from the financial markets, including negative impacts on their stock prices, or negative reactions from their customers, suppliers or other business partners, should the merger not be completed.

        The foregoing risks, or other risks arising in connection with the failure to consummate the merger, including the diversion of management attention from conducting the business of the respective companies and pursuing other opportunities during the pendency of the merger, may have a material adverse effect on the businesses, operations, financial results and stock prices of Veeco and Ultratech. Either or both of Veeco or Ultratech could also be subject to litigation related to any failure to consummate the merger or any related action that could be brought to enforce a party's obligations under the merger agreement.

Litigation against Veeco and Ultratech, or the members of the Ultratech board, could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

        As further discussed in the section entitled "Litigation Related to the Merger" beginning on page 99 of this proxy statement/prospectus, there have been two purported class actions filed by Ultratech shareholders related to the merger. While Ultratech and Veeco believe that the claims asserted in these actions are without merit, the results of any such potential legal proceedings are difficult to predict, and could delay or prevent the merger from becoming effective in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Ultratech stockholders. Moreover, any litigation could be time consuming and expensive, could divert Veeco's and Ultratech's management's attention away from their regular business and, if any lawsuit is adversely resolved against either Veeco, Ultratech or members of the Ultratech board (each of whom Ultratech is required to indemnify pursuant to indemnification agreements), could have a material adverse effect on Veeco's or Ultratech's financial condition.

        One of the conditions to closing is that no temporary restraining order, preliminary or permanent injunction or other judgment issued by any court of competent jurisdiction shall be pending or in effect that would enjoin or otherwise prohibit the consummation of the merger. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed and a claimant secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting Veeco's and/or Ultratech's ability to complete the merger on the terms contemplated by the merger agreement, then such injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all.

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The merger agreement contains provisions that limit Ultratech's ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Ultratech from making an alternative acquisition proposal and, in specified circumstances, could require Ultratech to pay a termination fee to Veeco.

        The merger agreement provides that Ultratech will not, and will cause each of its subsidiaries and its and their respective officers, directors, employees, and investment bankers, attorneys, accounts and other advisors retained by Ultratech or its subsidiaries not to, directly or indirectly, subject to certain exceptions set forth in the merger agreement related to certain unsolicited offers, (i) solicit, initiate or knowingly facilitate or encourage the submission of any proposals related to any alternative transaction, (ii) enter into or participate in any discussions or negotiations with, or furnish any non-public information or access relating to Ultratech or any of its subsidiaries to, any person with respect to an a proposal for an alternative transaction or any inquiry or proposal that could reasonably be expected to lead to a proposal for an alternative transaction or (iii) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement relating to a proposal for an alternative transaction. If the merger agreement is terminated by (i) Veeco prior to obtaining the Ultratech stockholder approval because the Ultratech board has effected a change of its recommendation in favor of the merger or (ii) by Ultratech prior to the receipt of the Ultratech stockholder approval in order to enter into an alternative acquisition agreement that meets certain requirements set forth in the agreement, then Ultratech will be required to pay a termination fee of $26.5 million to Veeco.

        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Ultratech or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration in the merger, or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to Ultratech stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

        If the merger agreement is terminated and Ultratech determines to seek another business combination, Ultratech may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Until the completion of the merger or the termination of the merger agreement in accordance with its terms, in consideration of the agreements made by the parties in the merger agreement, Ultratech is prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Ultratech and its stockholders.

        Until the merger is completed, the merger agreement restricts Ultratech from taking specified actions without the consent of Veeco, and requires Ultratech to operate in the ordinary course of business consistent with past practice. These restrictions may prevent Ultratech from making appropriate changes to its businesses, retaining or expanding its workforces, paying dividends or pursuing attractive business opportunities that may arise prior to the completion of the merger. See the section entitled "The Merger Agreement—Conduct of Businesses of Ultratech and Veeco Prior to Completion of the Merger" beginning on page 108 of this proxy statement/prospectus for a description of the restrictive covenants applicable to Ultratech.

The opinion of Ultratech's financial advisor does not reflect changes in circumstances that may occur between the original signing of the merger agreement and the completion of the merger.

        Consistent with market practices, the Ultratech board has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the merger. Changes in the

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operations and prospects of Ultratech, general market and economic conditions and other factors that may be beyond the control of Ultratech, and on which Ultratech's financial advisor's opinion was based, may significantly alter the value of Ultratech or the price of shares or Ultratech common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Ultratech's financial advisor will not be updating its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Ultratech board's recommendation that Ultratech stockholders vote "FOR" the Merger Proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that the Ultratech board received from its financial advisor, see the section entitled "The Merger—Opinion of Ultratech's Financial Advisor" beginning on page 75 of this proxy statement/prospectus.

The merger will involve substantial costs.

        Veeco and Ultratech have incurred, and expect to continue to incur, substantial non-recurring costs associated with the merger and combining the operations of the two companies. The substantial majority of non-recurring expenses will be comprised of transaction costs related to the merger.

        Veeco also will incur transaction fees and costs related to formulating and implementing integration plans, including technology platforms, sourcing operations and supply chain operations. Veeco continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies' businesses. Although Veeco expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow Veeco to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. See the risk factor entitled " If the merger is consummated, Veeco may not be able to successfully integrate the business of Ultratech with its own or realize the anticipated benefits of the merger " below.

The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations after the merger may differ materially.

        The unaudited pro forma condensed combined financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what Veeco's actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon assumptions and preliminary estimates, to record the Ultratech's identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Ultratech as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see the sections entitled "Summary Unaudited Pro Forma Condensed Combined Financial Statements" and "Unaudited Pro Forma Condensed Combined Financial Statements" of this proxy statement/prospectus.

Ultratech stockholders have appraisal rights under Delaware law.

        Under Delaware law holders of Ultratech common stock who (1) do not vote in favor of the Merger Proposal, (2) deliver to Ultratech a written demand for appraisal prior to the date of the Ultratech special meeting, (3) continuously hold their shares of Ultratech common stock though the closing date and (4) otherwise comply with the requirements and procedures of Section 262 of the Delaware General Corporation Law (the "DGCL"), are entitled to exercise appraisal rights, which generally entitle stockholders to receive in lieu of the merger consideration a cash payment of an

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amount determined by the Court of Chancery of the State of Delaware (the "Court of Chancery") to be the fair value of their Ultratech common stock. The appraised value would be determined by the Court of Chancery and could be less than, the same as or more than the merger consideration. Under Delaware law, stockholders are generally entitled to statutory interest on an appraisal award at a rate equal to 5% above the Federal Reserve discount rate compounded quarterly from the closing date until the award is actually paid. Stockholders who have properly demanded appraisal rights must file a petition for appraisal with the Court of Chancery within 120 days after the effective date of the merger. Should a material number of Ultratech's stockholders exercise appraisal rights and should the Court determine that the fair value of such shares of Ultratech common stock is materially greater than the merger consideration, it could have a material adverse effect on the financial condition and results of operation of the surviving corporation. A summary description of the appraisal rights available to holders of Ultratech common stock under the DGCL and the procedures required to exercise statutory appraisal rights are included under the section entitled "The Merger—Appraisal Rights" beginning on page 95 of this proxy statement/prospectus. The full text of Section 262 of the DGCL is attached as Annex C to this proxy statement/prospectus. Due to the complexity of the procedures described above, Ultratech stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel.

After the merger, Ultratech stockholders will have a significantly lower ownership and voting interest in Veeco than they currently have in Ultratech, and will exercise less influence over management.

        Based on the number of shares of Ultratech common stock outstanding as of April 17, 2017, and the number of shares of Veeco common stock outstanding as of April 17, 2017, it is expected that, immediately after completion of the merger, former Ultratech stockholders will own approximately 15% of the outstanding shares of Veeco common stock. Consequently, Ultratech stockholders will have substantially less influence over the management and policies of Veeco than they currently have over Ultratech.

Some of the executive officers and directors of Ultratech have interests in seeing the merger completed that are different from, or in addition to, those of the other Ultratech stockholders. Therefore, some of the executive officers and directors of Ultratech may have a conflict of interest in recommending the proposals being voted on at the special meeting.

        Certain of the executive officers of Ultratech have arrangements that provide them with interests in the merger that are different from, or in addition to, those of stockholders of Ultratech generally. These interests include, among others, the possible continued employment of certain executive officers, the acceleration of vesting of certain equity-based awards (which awards might not otherwise ever vest), enhanced severance payments and/or benefits, and/or continuation of certain indemnification insurance in connection with the merger. These interests may influence Ultratech's executive officers to support or approve the proposals to be presented at the special meeting.

        In addition, certain directors of Ultratech have interests in the merger that are different from, or in addition to, those of stockholders of Ultratech generally, including, the acceleration of vesting of certain equity-based awards (which awards might not otherwise ever vest). These interests may influence the directors of Ultratech to support or approve the proposals to be presented at the special meeting.

        See the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger" beginning on page 88 of this proxy statement/prospectus for a more detailed description of these interests.

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The shares of Veeco common stock to be received by Ultratech stockholders as a result of the merger will have different rights from the shares of Ultratech common stock.

        Upon completion of the merger, Ultratech stockholders will become stockholders of Veeco and their rights as stockholders will be governed by the Veeco charter and the Veeco bylaws. The rights associated with Ultratech common stock are different from the rights associated with shares of Veeco common stock. See the section entitled "Comparison of Stockholders' Rights" beginning on page 135 of this proxy statement/prospectus.


Risk Factors Related to Veeco Following the Merger

If the merger is consummated, Veeco may not be able to successfully integrate the business of Ultratech with its own or realize the anticipated benefits of the merger.

        The merger involves the combination of two companies that currently operate as independent public companies. The combined company will be required to devote significant management attention and resources to integrating Veeco's business practices with those of Ultratech. Potential difficulties that the combined company may encounter as part of the integration process include the following:

        In addition, Veeco has operated and, until the completion of the merger will continue to operate, independently. It is possible that the integration process could result in the diversion of the attention of Veeco's management and the disruption of, or the loss of momentum in, its ongoing business. These and other factors could adversely affect Veeco's ability to maintain relationships with customers, suppliers, employees and other partners, and its ability to achieve the anticipated benefits of the merger.

The combined company's actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

        The unaudited pro forma financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position of the combined company. In particular, the unaudited pro forma financial information was prepared under one set of assumptions, does not reflect the benefits of expected cost savings (or

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associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the merger, and does not attempt to predict or suggest future results. The unaudited pro forma financial information has been derived from the audited and unaudited historical financial statements of Veeco and Ultratech, and certain adjustments, estimates and assumptions have been made regarding the combined company after giving effect to the merger.

        Furthermore, the process of preparing the unaudited pro forma financial information required management of Veeco and Ultratech to make certain assumptions and estimates, which may prove to be incorrect as additional information becomes available and as additional analyses are performed, and other factors may affect the combined company's financial condition or results of operations following the closing of the merger. Any material variances between the preliminary estimates used in the preparation of the unaudited pro forma financial information and the final acquisition accounting could have a material adverse impact on the unaudited pro forma financial information and the combined company's financial position and future results of operations, which could have a material adverse effect on the market price of the combined company's common stock. See "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 21 of this proxy statement/prospectus.


Other Risk Factors of Veeco and Ultratech

        Veeco's and Ultratech's businesses are and will be subject to the risks described above. In addition, Veeco and Ultratech are, and will continue to be, subject to the risks described in Veeco's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and Ultratech's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended and as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are, or will be, filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 143 of this proxy statement/prospectus for the location of information incorporated by reference in this proxy statement/prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties concerning Veeco's proposed acquisition of Ultratech, Ultratech's and Veeco 's expected financial performance, as well as Ultratech's and Veeco's strategic and operational plans. Actual events or results may differ materially from those described in this proxy statement/prospectus due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that Ultratech may be unable to obtain required stockholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. In addition, please refer to the documents that Veeco and Ultratech file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Veeco and Ultratech identify and address other important factors that could cause its financial and operational results to differ materially from those contained in the forward-looking statements set forth in this proxy statement/prospectus. All forward-looking statements speak only as of the date of this proxy statement/prospectus or, in the case of any document incorporated by reference, the date of that document. Neither Veeco nor Ultratech is under any duty to update any of the forward-looking statements after the date of this proxy statement/prospectus to conform to actual results.

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THE ULTRATECH SPECIAL MEETING

Date, Time and Location

        The special meeting of Ultratech stockholders will be held on May 25, 2017 at 2:00 p.m., local time, at the offices of O'Melveny & Myers LLP, located at 2765 Sand Hill Road, Menlo Park, California 94025.

Purpose

        At the special meeting, holders of Ultratech common stock as of the record date will be asked to consider and approve the following proposals:

        1.     The Merger Proposal:     The proposal to adopt the merger agreement, which provides for the merger of Merger Subsidiary with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco.

        2.     The Compensation Proposal:     The proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger.

        3.     The Adjournment Proposal:     The proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal.

        The approval of the Merger Proposal by Ultratech stockholders is a condition to the obligations of Veeco and Ultratech to complete the merger. The approval, on a non-binding, advisory basis, of the Compensation Proposal is not a condition to the obligations of Veeco or Ultratech to complete the merger. The approval of the Adjournment Proposal also is not a condition to the obligation of Veeco or Ultratech to complete the merger.

        Ultratech will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement.

Recommendation of the Ultratech Board

        The Ultratech board unanimously (1) determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Ultratech's stockholders, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, (3) resolved, subject to section 6.03 of the merger agreement, to recommend adoption of the merger agreement by Ultratech's stockholders, all upon the terms and subject to the conditions set forth therein, and (4) resolved that, subject to section 6.03 of the merger agreement, it will advise Ultratech's stockholders of its recommendation to adopt the merger agreement in accordance with the terms of the merger agreement and to include such recommendation in this proxy statement/prospectus.

        Accordingly, the Ultratech board recommends that Ultratech stockholders vote:

Record Date and Quorum

        The Ultratech board has fixed the close of business on April 20, 2017 as the record date. Stockholders of record as of the record date are entitled to notice of and to vote at the special meeting. As of the close of business on the record date, 27,242,013 shares of Ultratech common stock

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were issued and outstanding and there were 166 holders of record of Ultratech common stock. Each stockholder is entitled to one vote for each share of Ultratech common stock held by such stockholder as of the record date.

        Holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date must be present in person or represented by proxy at the special meeting in order to have the required quorum for transacting business. Abstentions are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. Broker non-votes are not entitled to vote and, therefore, are not included for purposes of determining whether a quorum is present at the special meeting.

        If you sell or transfer your shares of Ultratech common stock after the record date but before the special meeting, you will retain your right to vote such shares of Ultratech common stock at the special meeting unless you have transferred these rights via proxy to the acquirer of your shares. You are urged to vote by completing, signing, dating and mailing the enclosed proxy card in the envelope provided, or by Internet or telephone by following the instructions on the enclosed proxy card. If your shares of Ultratech common stock are held in the name of your broker, bank or other nominee, you should submit voting instructions to your broker, bank or other nominee. Please refer to the voting instruction card included in these proxy materials by your broker, bank or other nominee.

Required Vote

        The affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date is required to approve the Merger Proposal (Proposal 1). The affirmative vote, in person or by proxy, of the holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the Compensation Proposal (Proposal 2) and to approve the Adjournment Proposal (Proposal 3).

        Votes may be cast in favor of, or against, each matter. You may also vote " ABSTAIN " with respect to any matter and such abstentions will be treated as shares present in person or represented by proxy and entitled to vote on that matter and thus will have the same effect as votes against the proposals.

        If your shares of Ultratech common stock are held by a broker, bank or other nominee, such broker, bank or other nominee is only entitled to vote your shares on routine matters, such as the ratification of the appointment of an independent registered public accounting firm, without instructions from you, the beneficial owner of those shares. Your broker, bank or other nominee is not entitled to vote shares held for a beneficial owner on non-routine matters, such as approval of the Merger Proposal, approval, on a non-binding, advisory basis, of the Compensation Proposal, and approval of the Adjournment Proposal. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares will not be voted at the special meeting. You are encouraged to provide instructions to your broker. This ensures your shares will be voted at the special meeting.

        Failures to vote (whether by proxy or in person at the special meeting) and broker non-votes, if any, will have the same effect as a vote against the Merger Proposal. Failing to vote (whether by proxy or in person at the special meeting, if you do not attend the special meeting) and broker non-votes, if any, will have no effect on the outcome of the vote for the Compensation Proposal and the Adjournment Proposal, assuming a quorum is present. If you attend the special meeting and fail to vote, this will have the same effect as a vote against the Compensation Proposal and the Adjournment Proposal.

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Share Ownership and Voting by Ultratech Directors and Executive Officers

        As of the record date, the directors and executive officers of Ultratech held and are entitled to vote, in the aggregate, approximately 3.4% of the aggregate voting power of the outstanding shares of Ultratech common stock.

Voting of Shares

For Stockholders of Record:

        In addition to voting in person at the special meeting, if your shares of Ultratech common stock are held in your name by Ultratech's transfer agent as a stockholder of record, you, as an Ultratech stockholder, may submit a proxy as follows:

        Ultratech requests that Ultratech stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy and returning it to Ultratech as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed (including proper proxy submission by Internet or telephone), the shares of Ultratech common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card.

        If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Ultratech common stock represented by your proxy will be voted " FOR " each proposal in accordance with the recommendation of the Ultratech board. Unless you check the box on your proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on the proposals relating to the special meeting.

        If your shares of Ultratech common stock are held in "street name" by a broker, bank or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet and you should read the information in the section entitled "—Voting of Shares—For Beneficial Owners" below.

        EVERY ULTRATECH STOCKHOLDER'S VOTE IS IMPORTANT. ACCORDINGLY, EACH ULTRATECH STOCKHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE ULTRATECH STOCKHOLDER PLANS TO ATTEND THE SPECIAL MEETING IN PERSON.

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For Beneficial Owners:

        If your shares of Ultratech common stock are held in "street name" by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of Ultratech common stock. Your broker, bank or other nominee, as applicable, may establish an earlier deadline by which you must provide instructions to it for how to vote your shares of Ultratech common stock. You should read carefully the materials provided to you by your broker, bank or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares of Ultratech common stock at the special meeting unless you obtain a "legal proxy" from the broker, bank or other nominee that holds your shares of Ultratech common stock giving you the right to vote such shares of Ultratech common stock at the special meeting.

Revocation of Proxies

        If you are a stockholder of record as of the record date, you may change your vote:

        A stockholder of record who has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid Internet or telephone vote.

        If you are a beneficial owner of shares held in "street name" by a broker, bank or other nominee, you may revoke your proxy and vote your shares in person at the special meeting only in accordance with applicable rules and procedures as employed by such broker, bank or other nominee. If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Solicitation of Proxies; Costs of Solicitation

        Your proxy is being solicited by the Ultratech board on behalf of Ultratech. Ultratech will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of the notice of special meeting, proxy card, this proxy statement/prospectus and any additional materials furnished to Ultratech stockholders. Copies of these materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others to forward to those beneficial owners. In addition, Ultratech may reimburse the costs of forwarding these materials to those beneficial owners.

        Solicitation of proxies by mail may be supplemented by one or more of telephone, email, facsimile, or personal solicitation by Ultratech's directors, officers, or regular employees. No additional compensation will be paid for such services.

        Ultratech has engaged D.F. King & Co., Inc. to aid in the solicitation of proxies from brokers, bank nominees and other institutional owners for approximately $10,000, plus reimbursement of related expenses.

Tabulation of Votes

        All votes will be tabulated by a representative of D.F. King & Co., Inc., who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. A representative of Ultratech will act as the inspector of election appointed for the special meeting.

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Adjournments and Postponements

        In addition to the Merger Proposal and the Compensation Proposal, Ultratech stockholders are being asked to approve the Adjournment Proposal, which will give the Ultratech board authority to adjourn the special meeting one or more times, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the special meeting.

        If this proposal is approved, the special meeting could be adjourned to any date. If the special meeting is adjourned, Ultratech stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the Merger Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Ultratech common stock will be voted " FOR " the Adjournment Proposal.

        If a quorum is not present or represented at the special meeting, then either (1) the chairman of the meeting or (2) the Ultratech stockholders entitled to vote at the special meeting, present in person or represented by proxy, shall have power to adjourn the meeting. Whether or not a quorum is present at the special meeting, the chairman of the meeting shall have power to adjourn the special meeting from time to time to another time or place or means of remote communications, without notice other than announcement at the special meeting of the time and place, if any, and the means of remote communications, if any, by which Ultratech stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting. When a special meeting is adjourned to another time and place, unless the Ultratech bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, are announced at the special meeting at which the adjournment is taken. At the adjourned meeting, Ultratech may transact any business that might have been transacted at the original special meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Ultratech stockholder of record entitled to vote at the meeting.

        The chairman of the special meeting may adjourn the special meeting to, among other things, solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal, allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by Ultratech stockholders prior to the special meeting, or otherwise with the consent, or upon the request, of Veeco.

        The chairman of the special meeting may determine to adjourn the special meeting even if the Adjournment Proposal is not approved by Ultratech stockholders.

        Additionally, the Ultratech board, acting pursuant to a resolution adopted by a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships, has the right to cancel, postpone or reschedule a special meeting of the stockholders at any time, before or after the notice for such meeting has been sent to the stockholders.

Attending the Special Meeting

        Only Ultratech stockholders of record as of the close of business on the record date or their duly appointed proxies may attend the special meeting, or if your shares of Ultratech common stock are held in "street name" by a broker, bank or other nominee and you bring evidence of beneficial ownership of those shares on the record date, such as a copy of your most recent account statement or similar evidence of ownership of Ultratech common stock as of the record date, you may attend the special meeting. If your shares of Ultratech common stock are held in "street name" by a broker, bank or other nominee and you wish to vote at the special meeting, you must also bring a proxy from the record holder (your broker, bank or other nominee) of the shares of Ultratech common stock

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authorizing you to vote at the special meeting. All stockholders should bring photo identification (a driver's license or passport is preferred), as you will also be asked to provide photo identification at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda. Even if you plan to attend the special meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the special meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the special meeting. Stockholders will be admitted to the meeting room starting at 1:45 p.m., local time, and admission will be on a first-come, first-served basis.

Assistance

        If you need assistance in completing your proxy card, have questions about the merger, the special meeting, or the proposals to be considered at the special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, please contact Ultratech's proxy solicitor, D.F. King & Co., Inc., at the following address and telephone number:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders call toll-free: (800) 967-5085
Banks and Brokers call collect: (212) 269-5550
Email:
ultratech@dfking.com

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PROPOSAL 1: THE MERGER PROPOSAL

        As discussed throughout this proxy statement/prospectus, Ultratech is asking its stockholders to adopt the merger agreement. Pursuant to the merger agreement, Veeco will acquire Ultratech through a merger of Merger Subsidiary with and into Ultratech, with Ultratech as the surviving corporation. As a result of the merger, Ultratech will be a wholly owned subsidiary of Veeco and the Ultratech common stock will be delisted from Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

        As described in further detail in the sections entitled "Questions and Answers" beginning on page v of this proxy statement/prospectus, "Summary" beginning on page 1 of this proxy statement/prospectus, "The Merger" beginning on page 56 of this proxy statement/prospectus and "The Merger Agreement" beginning on page 100 of this proxy statement/prospectus, the Ultratech board has adopted a resolution determining that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Ultratech's stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby and recommending that (subject to Section 6.03 of the merger agreement) Ultratech's stockholders adopt the merger agreement. The merger is subject to the satisfaction of the conditions set forth in the merger agreement, including the adoption of the merger agreement by the stockholders of Ultratech at the special meeting. Accordingly, the approval of the Merger Proposal by Ultratech stockholders is a condition to the obligations of Veeco and Ultratech to complete the merger.

Required Vote

        The affirmative vote, in person or by proxy, of the holders of a majority of the outstanding shares of Ultratech common stock entitled to vote as of the record date on the Merger Proposal at the special meeting is required to approve the Merger Proposal.

Recommendation of the Ultratech Board

         The Ultratech board recommends that Ultratech stockholders vote " FOR " the Merger Proposal.

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PROPOSAL 2: THE COMPENSATION PROPOSAL

        Ultratech is providing its stockholders with the opportunity to cast a vote, on a non-binding, advisory basis, to approve the compensation payments that will or may be made to Ultratech's named executive officers in connection with the merger as disclosed in the table (and related narrative disclosure) under the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger—Quantification of Change in Control and Termination Payments and Benefits to Ultratech's Named Executive Officers" beginning on page 92 of this proxy statement, as required by Section 14A of the Exchange Act. The plans and arrangements under which these compensation payments may be made are part of Ultratech's compensation program for its named executive officers or are required by the merger agreement.

        You should review carefully the information under the section entitled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger—Quantification of Change in Control and Termination Payments and Benefits to Ultratech's Named Executive Officers" beginning on page 92 of this proxy statement.

        The Ultratech board recommends that Ultratech stockholders approve the following resolution:

        "RESOLVED, that the stockholders of Ultratech approve, solely on an advisory, non-binding basis, the compensation payments which will or may be made to Ultratech's named executive officers in connection with the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled "The Merger—Interests of Ultratech's Directors and Executive Officers in the Merger—Quantification of Change in Control and Termination Payments and Benefits to Ultratech's Named Executive Officers" beginning on page 92 of Ultratech's proxy statement for the special meeting."

        The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and abstain or vote not to approve the Compensation Proposal. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either Ultratech or Veeco. Accordingly, if the Merger Proposal is approved and the merger is completed, the compensation payments that are contractually required to be made to Ultratech's named executive officers will be made, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Ultratech's stockholders.

Required Vote

        The affirmative vote, in person or by proxy, of the holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote at the special meeting is required to approve, on a non-binding, advisory basis, the Compensation Proposal.

Recommendation of the Ultratech Board

         The Ultratech board recommends that Ultratech stockholders vote " FOR " the Compensation Proposal.

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PROPOSAL 3: THE ADJOURNMENT PROPOSAL

        Ultratech stockholders are being asked to approve a proposal that will give the Ultratech board authority to adjourn the special meeting one or more times, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the special meeting.

        If this proposal is approved, the special meeting could be adjourned to any date. If the special meeting is adjourned, Ultratech stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the Merger Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Ultratech common stock will be voted " FOR " the Adjournment Proposal.

        If a quorum is not present or represented at the special meeting, then either (1) the chairman of the meeting or (2) by majority vote, the Ultratech stockholders entitled to vote at the special meeting, present in person or represented by proxy, shall have power to adjourn the meeting. Whether or not a quorum is present at the special meeting, the chairman of the meeting shall have power to adjourn the special meeting from time to time to another time or place or means of remote communications, without notice other than announcement at the special meeting of the time and place, if any, and the means of remote communications, if any, by which Ultratech stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting. When a special meeting is adjourned to another time and place, unless the Amended and Restated Bylaws of Ultratech otherwise require, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the special meeting at which the adjournment is taken. At the adjourned meeting, Ultratech may transact any business that might have been transacted at the original special meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Ultratech stockholder of record entitled to vote at the meeting.

        The chairman of the special meeting may adjourn the special meeting to, among other things, solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal, allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by Ultratech stockholders prior to the special meeting, or otherwise with the consent, or upon the request, of Veeco.

        The chairman of the special meeting may determine to adjourn the special meeting even if the Adjournment Proposal is not approved by Ultratech stockholders.

        Additionally, the Ultratech board, acting pursuant to a resolution adopted by a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships, has the right to cancel, postpone or reschedule a special meeting of the stockholders at any time, before or after the notice for such meeting has been sent to the stockholders.

Required Vote

        The affirmative vote, in person or by proxy, of the holders of a majority of the shares of Ultratech common stock present in person or represented by proxy at the special meeting and entitled to vote on the Adjournment Proposal at the special meeting is required to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal.

Recommendation of the Ultratech Board

         The Ultratech board recommends that Ultratech stockholders vote " FOR " the Adjournment Proposal.

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THE MERGER

         The following is a discussion of the merger and the material terms of the merger agreement between Veeco and Ultratech. You are urged to read the merger agreement carefully and in its entirety, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein.


Effects of the Merger

        Subject to the terms and conditions of the merger agreement, at the effective time, Merger Subsidiary will be merged with and into Ultratech, with Ultratech surviving the merger as a wholly owned subsidiary of Veeco.

        In the merger, each outstanding share of Ultratech common stock (other than (i) shares of Ultratech common stock owned by Veeco or Merger Subsidiary and shares of treasury stock held by Ultratech, which will be canceled without consideration, (ii) shares of Ultratech stock held by any subsidiary of either Ultratech or Veeco, which will be converted into such number of shares of common stock of the surviving corporation such that each subsidiary owns the same percentage of the surviving corporation immediately following the effective time as such subsidiary owned of Ultratech immediately prior to the effective time such shares, together with the shares described in clause (i) are referred to as "excluded shares") and (iii) shares held by holders of Ultratech common stock, if any, who properly exercise their appraisal rights under the DGCL (which we refer to as "dissenting shares")) will be converted into the right to receive the merger consideration consisting of $21.75 in cash, without interest, and 0.2675 of a share of Veeco common stock. If the aggregate consideration to be paid to any holder of Ultratech common stock would result in such holder receiving a fractional share of Veeco common stock, cash will be paid in lieu of such fractional share. Veeco stockholders will continue to hold their existing shares of Veeco common stock.

        Based on 27,241,449 shares of Ultratech common stock issued and outstanding as of April 17, 2017, and 40,568,473 shares of Veeco common stock issued and outstanding as of April 17, 2017, it is expected that, immediately after completion of the merger, former Ultratech stockholders will own approximately 15% of the outstanding shares of Veeco common stock.


Background of the Merger

        In pursuing Ultratech's objective of enhancing stockholder value, and as part of its ongoing review of strategic opportunities available to it, the Ultratech board periodically considers opportunities for a variety of strategic transactions that might enhance stockholder value, including potential acquisitions, business combinations and other strategic alliances.

        On July 20, 2015, the Ultratech business development committee of the Ultratech board (which we refer to in this proxy statement/prospectus as the Ultratech business development committee), a standing committee of the Ultratech board, met with representatives of BofA Merrill Lynch and representatives of Ultratech's legal counsel, O'Melveny & Myers LLP ("O'Melveny & Myers"). At the request of the Ultratech business development committee, representatives of BofA Merrill Lynch reviewed merger and acquisition trends in the technology sector in general and in Ultratech's industry sector. The Ultratech business development committee then discussed with management developments in Ultratech's industry sector, the landscape of potential acquisition targets, and whether there were possible strategic transactions that Ultratech could pursue to benefit its stockholders. At that time, the members of the Ultratech business development committee were Michael Child, Dennis Raney and Henri Richard.

        On August 4, 2015, Neuberger Berman Group LLC, a stockholder of Ultratech, on behalf of itself and other affiliated parties ("Neuberger"), sent Ultratech a letter stating, among other things, that it was disappointed with Ultratech's long-term stockholder value creation, and asked to engage Ultratech

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in a discussion that would include a review of the tenure of current Ultratech board members and establish a timeline for value creation and management succession. On August 11, 2015, Neuberger filed a Schedule 13D attaching the August 4, 2015 letter and disclosing a 6.68% beneficial ownership of the outstanding common stock of Ultratech. Neuberger and representatives of Ultratech communicated and met in the ensuing weeks and several months thereafter.

        On September 28, 2015, Neuberger sent a second letter to Ultratech reiterating certain views from the August 4, 2015 letter and reserving its right to put forward candidates for the Ultratech board or stockholder proposals if progress on its demands was not made to its satisfaction.

        On October 8, 2015, Arthur Zafiropoulo, Chairman and CEO of Ultratech, met with the Chairman of a potential strategic business combination partner (which we refer to as "Company A"), who suggested that Ultratech and Company A explore the possibility of a strategic business combination transaction, possibly involving another potential strategic business combination partner (which we refer to as "Company B"). Mr. Zafiropoulo periodically communicated with the Chairman of Company A through August of 2016.

        On October 17, 2015, John Peeler, the Chairman and Chief Executive Officer of Veeco, sent Mr. Zafiropoulo an e-mail to inform Mr. Zafiropoulo that Mr. Peeler would be in Northern California during the week of November 8, 2015 and would be interested in meeting with Mr. Zafiropoulo.

        On October 18, 2015, the Ultratech board met to review, among other things, industry developments and Ultratech's performance, including its financial and operating performance. Representatives of O'Melveny & Myers were present at the meeting. At that meeting, the Ultratech board discussed various strategic opportunities potentially available to Ultratech, including remaining independent, as well as Ultratech's short and long-term strategies for increasing stockholder value. Mr. Zafiropoulo discussed with the Ultratech board his meeting with the Chairman of Company A and the suggestion made by the Chairman of Company A regarding the exploration of a possible strategic business combination. The Ultratech board referred Mr. Zafiropoulo to the business development committee for further consideration of a possible strategic business combination with Company A.

        On October 19, 2015, at a regularly scheduled meeting, the Ultratech business development committee considered whether Ultratech should explore a strategic business combination transaction with Company A. A representative of O'Melveny & Myers attended the meeting. Later that day and the following day, the Ultratech board continued its discussion of strategic opportunities after which the Ultratech board agreed to retain an investment bank to provide financial and valuation advice.

        Throughout Ultratech's initial discussions with Company A and the later, broader strategic review process, the Ultratech business development committee held many meetings and also engaged in many informal conversations about Ultratech's strategic alternatives.

        On or about October 20, 2015, Mr. Zafiropoulo made separate telephone calls to the President and CEO of Company A and to the Chairman and CEO of Company B to solicit interest in a possible three-way business combination transaction involving each of these companies. Both the President and CEO of Company A and the Chairman and CEO of Company B expressed that such a transaction would be difficult to achieve.

        On or about November 7, 2015, Mr. Zafiropoulo, Bruce Wright, Chief Financial Officer and Senior Vice President, Finance of Ultratech, and the Chairman and the President and CEO of Company A met to discuss a possible business combination and shared information about their respective companies. At this meeting, the Chairman and the President and CEO of Company A suggested a merger of equals involving a premium of 10 to 15 percent on the common stock of Company A.

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        On November 9, 2015, Mr. Zafiropoulo had a telephone conference with a member of the board of directors of Company B who expressed that Company B was not interested in pursuing the business combination transaction being suggested by Ultratech at that time.

        On or about November 10, 2015, in response to the e-mail sent by Mr. Peeler to Mr. Zafiropoulo on October 17, 2015, Mr. Zafiropoulo met with Mr. Peeler in San Jose, CA. At the meeting, Messrs. Zafiropoulo and Peeler exchanged views about their respective companies and the semiconductor capital equipment industry generally.

        On November 17, 2015, the Ultratech board held a special telephonic meeting. The meeting was attended by a financial advisory firm (which was not BofA Merrill Lynch). Representatives of the financial advisory firm provided a comprehensive report on industry trends, Wall Street perspectives on Ultratech and preliminary perspectives on Ultratech's valuation (including, without limitation, on a stand-alone basis remaining independent and on a change of control basis). Representatives of O'Melveny & Myers also attended the meeting. After the financial advisory firm's presentation, and departure from the meeting, the Ultratech board discussed various strategic alternatives, and Mr. Zafiropoulo provided an update on recent preliminary conversations with potential strategic partners and discussed the terms of a possible engagement with the financial advisory firm.

        On November 23, 2015, the Ultratech board held a special telephonic meeting to discuss various strategic matters, including a potential business combination with respect to Company A. A representative of O'Melveny & Myers attended the meeting. The Ultratech board authorized the retention of a financial advisory firm to assist in evaluating a potential strategic transaction involving Company A and delegated the review and approval of the terms of the engagement with the financial advisory firm that had attended the November 17, 2015 meeting of the Ultratech board, including the investment banking fee agreement, to the Ultratech business development committee.

        On December 7, 2015, Ultratech and Company A entered into a mutual non-disclosure agreement. The non-disclosure agreement contained a customary standstill provision that would terminate automatically upon certain events, including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On December 17, 2015, the Ultratech business development committee held a meeting and reviewed and approved the engagement letter with the financial advisory firm for the limited purpose of the proposed strategic combination with Company A and authorized Messrs. Zafiropoulo and Wright to execute such letter agreement. Mr. Zafiropoulo provided the Ultratech business development committee with an update on the status of the potential transaction. Representatives from O'Melveny & Myers then provided the Ultratech business development committee with a presentation on directors' fiduciary duties under applicable law, including applicable legal standards in connection with a potential strategic transaction, and also reviewed with the committee certain high level structures and terms for transactions in the sector. The members of the Ultratech business development committee discussed with management their views on a potential strategic business combination transaction with Company A as well as next steps. Ultratech entered into the engagement letter with the financial advisory firm with respect to a potential strategic business combination with Company A, which subsequently terminated in December 2016 in accordance with its terms (with a tail fee payable to the financial advisory firm under certain circumstances if Ultratech were to complete an acquisition of Company A pursuant to an agreement entered into within 12 months of such termination).

        On December 22, 2015, Messrs. Zafiropoulo and Wright met with the Chairman, the President and CEO and the CFO of Company A to discuss the respective businesses of Ultratech and Company A and a potential transaction. The representatives of Company A provided the representatives of Ultratech with certain prospective financial information and forecasts regarding Company A. The representatives of Ultratech provided the representatives of Company A with certain prospective financial information regarding Ultratech.

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        On December 23, 2015, certain members of the Ultratech board held a conference call to discuss the status of discussions with Company A.

        Between the end of December 2015 and early March 2016, representatives of Ultratech, Company A and their respective financial advisors had periodic conversations and exchanged information about their respective companies.

        On January 19, 2016, Mr. Child shared the financial advisory firm's written report, including its preliminary analysis of the proposed transaction with Company A, with the Ultratech business development committee.

        On February 1, 2016, the Ultratech business development committee held a regular quarterly meeting and invited representatives of BofA Merrill Lynch, which had not previously been involved in the discussions among Ultratech, Company A and Company B, to attend. Representatives of O'Melveny & Myers also attended the meeting. At the request of the Ultratech business development committee, representatives of BofA Merrill Lynch reviewed merger and acquisition activity in the semiconductor industry and the semiconductor capital equipment sector. The Ultratech business development committee discussed the information reviewed by representatives of BofA Merrill Lynch, as well as market developments and possible strategic opportunities for Ultratech. In addition, the Ultratech business development committee discussed with Mr. Zafiropoulo the status of discussions with Company A and directors expressed their views that a transaction with Company A would not be attractive with the premium being proposed by Company A.

        On February 2, 2016, the Ultratech board held a regularly scheduled meeting. Representatives of O'Melveny & Myers attended the meeting. At the meeting, members of Ultratech management updated the Ultratech board on the status of discussions with Company A and various other strategic alternatives. Following that meeting, the Ultratech board requested that Mr. Zafiropoulo contact representatives of BofA Merrill Lynch and instruct them to prepare a list of parties that may potentially participate in a bidding process for Ultratech, which Mr. Zafiropoulo did.

        On February 4, 2016, Ultratech issued a press release announcing its results for fiscal year 2015. The press release included a statement that, as part of Ultratech's continued focus on increasing stockholder value, it was in the process of identifying candidates to replace one or more members of or to augment the Ultratech board.

        On February 12, 2016, representatives of each of Ultratech and Company A met and gave management presentations on their respective companies, each with their respective financial advisors in attendance.

        On February 24, 2016, the Ultratech board held a special telephonic meeting. Representatives of O'Melveny & Myers attended the meeting. Mr. Zafiropoulo provided an update on the status of discussions with Company A.

        On March 4, 2016, Neuberger sent another letter to Mr. Zafiropoulo and Rick Timmins, a member of the Ultratech board and its then lead independent director, which, among other things, provided the names and biographies of two potential director candidates, Ronald Black and Beatriz V. Infante. On March 9, 2016, Neuberger filed with the SEC an amendment to its previously filed Schedule 13D attaching the March 4, 2016 letter and disclosing beneficial ownership of 7.55% of the outstanding Ultratech common stock.

        On March 8, 2016, Mr. Zafiropoulo met with a director of Company B and discussed their respective companies.

        On March 25, 2016, members of the Ultratech business development committee met and discussed possible strategic opportunities, including the status of discussions with Company A and Company B, and market developments.

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        On April 5, 2016, the Ultratech board met to review, among other things, steps that could be taken toward a possible strategic transaction, recent industry developments and Ultratech's strategy, including the preliminary information reviewed by representatives of BofA Merrill Lynch. Representatives of O'Melveny & Myers attended the meeting.

        On April 18, 2016, the Ultratech business development committee held a regular meeting, at which it discussed possible strategic opportunities, including the status of discussions with Company A and Company B, and market developments. A representative of O'Melveny & Myers attended the meeting.

        On April 19, 2016, the Ultratech board held a regular meeting. Representatives of O'Melveny & Myers attended the meeting. At the meeting, the board received the report of the Ultratech business development committee including its discussion of Ultratech's strategic review process. Following that meeting, the Ultratech board requested that Mr. Zafiropoulo contact representatives of BofA Merrill Lynch and instruct them to begin an initial outreach to potential strategic acquirers and financial sponsors in Asia. The Ultratech board determined to start its outreach with prospects in Asia, then move on to prospects in Europe and the Middle East before finally moving on to prospects in the United States, because of the amount of time it was expected that potential bidders in each region would be expected to take to submit bids and a desire to be able to run simultaneous bidding processes to the extent possible with the goal of achieving competition among bidders.

        On April 21, 2016, Neuberger submitted a notice to Ultratech nominating Dr. Black and Ms. Infante for election to the Ultratech board at Ultratech's 2016 annual meeting of stockholders. The next day, Ultratech issued a press release responding to Neuberger's nomination. The press release also stated that, as part of Ultratech's continuing focus on increasing stockholder value, Ultratech was in the final stages of selecting a director candidate with relevant experience in the semiconductor capital equipment industry and related industries and/or operational experience with Ultratech's key customers.

        On April 22, 2016, Neuberger filed with the SEC an amendment to its previously filed Schedule 13D attaching its nomination notice and disclosing beneficial ownership of 7.68% of the outstanding Ultratech common stock.

        Beginning in late April 2016, at the direction of representatives of Ultratech, representatives of BofA Merrill Lynch began contacting potential strategic acquirers and financial sponsors in Asia. In total, representatives of BofA Merrill Lynch contacted 12 prospective acquirers in Asia at or around this time, five of which were strategic acquirers and seven of which were financial sponsors.

        Between May 2016 and Ultratech's annual stockholder meeting on July 19, 2016, representatives of Ultratech continued to have discussions with representatives of Neuberger regarding its nomination notice and the election of directors to Ultratech's board.

        At a meeting held on May 12, 2016, the Ultratech board discussed entering into an engagement letter with BofA Merrill Lynch. Representatives of O'Melveny & Myers attended the meeting.

        Beginning on May 20, 2016, Mr. Zafiropoulo held meetings with various potential strategic acquirers and financial sponsors in Asia. These meetings included, among other things, discussions about the potential sale of Ultratech. In total, Mr. Zafiropoulo met with 10 such prospective acquirers, five of which were potential strategic acquirers (including a potential strategic acquirer that we refer to as "Company C") and five of which were financial sponsors (including potential financial sponsors that we refer to as "Sponsor A," "Sponsor B," and "Sponsor C"). Messrs. Zafiropoulo and Timmins discussed the status of the Asia meetings as well as representatives of BofA Merrill Lynch's review of a potential strategic transaction with companies in Asia.

        On May 27, 2016, Neuberger filed a preliminary proxy statement with the SEC (which it filed in final form on June 13, 2016) related to its nomination of Dr. Black and Ms. Infante for election to the Ultratech board.

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        On June 3, 2016, Ultratech filed a current report on Form 8-K with the SEC disclosing that Mr. Joel F. Gemunder had notified the Ultratech board that he would not stand for re-election as a director at Ultratech's 2016 annual meeting of stockholders.

        On June 6, 2016, Ultratech filed a preliminary proxy statement with the SEC (which it filed in final form on June 13, 2016) related to its nomination of six incumbent directors and one new director nominee, Dr. Paramesh Gopi, for election to the Ultratech board.

        During the week of June 6, 2016, Mr. Child, on behalf of the Ultratech board, discussed with representatives of BofA Merrill Lynch the terms of its engagement letter with Ultratech. On June 9, 2016, the Ultratech business development committee held a conference call to discuss the terms of the engagement letter with BofA Merrill Lynch. Messrs. Child and Timmins updated the Ultratech board on the status of the discussions with BofA Merrill Lynch, and the Ultratech board approved the final terms of the engagement letter. On June 13, 2016, Ultratech signed an engagement letter with BofA Merrill Lynch.

        From June 10 to August 3, 2016, Ultratech sent, negotiated and executed non-disclosure agreements with Company C, Sponsor A, Sponsor B, Sponsor C and Sponsor D (as defined below). The non-disclosure agreements contained customary standstill provisions that would terminate automatically upon certain events, including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On June 15, 2016, at the direction of Ultratech, representatives of BofA Merrill Lynch contacted an additional potential strategic acquirer in Asia. On June 24, 2016, that strategic acquirer indicated that it had no interest in pursuing a potential acquisition.

        On July 8, 2016, the Ultratech board held a special telephonic meeting to review certain corporate matters, including Ultratech's standalone strategic plan and the status of the strategic review process. Representatives of O'Melveny & Myers attended the meeting.

        In July 2016, Mr. Zafiropoulo informed the Chairman of Company A that Ultratech did not desire to continue discussions concerning a strategic transaction with Company A at the present time.

        On July 13, 2016, at the direction of representatives of Ultratech, representatives of BofA Merrill Lynch contacted an additional potential financial sponsor in Asia (which we refer to as "Sponsor D").

        On July 17, 2016, the Ultratech board held a special meeting. Representatives of O'Melveny & Myers attended the meeting. At that meeting, Mr. Zafiropoulo was appointed a member of the business development committee. In addition, the Ultratech board discussed various available strategic business combination opportunities as well as the option of remaining independent and executing its strategic plan and the risks attendant to that plan. The Ultratech board also discussed Ultratech's short and long term strategies for increasing stockholder value.

        On July 18, 2016, the Ultratech business development committee held a regular meeting. Representatives of O'Melveny & Myers attended the meeting. At the meeting, the Ultratech business development committee discussed merger and acquisition activity in the industry. Mr. Zafiropoulo provided an update on discussions with the parties that had entered into non-disclosure agreements and his perspective on other possible bidders.

        On July 19, 2016, the Ultratech board held a regular meeting. Representatives of O'Melveny & Myers and representatives of BofA Merrill Lynch attended the meeting. At the request of the Ultratech board, representatives of BofA Merrill Lynch provided an update on merger and acquisition activity in the semiconductor industry and the strategic review process. The Ultratech business development committee also gave a report on the topics discussed at its meeting on July 18, 2016.

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        On July 19, 2016, Dr. Black and Ms. Infante were elected to Ultratech's board along with Mr. Zafiropoulo, Mr. Child, Dr. Gopi, Mr. Raney, and Mr. Richard.

        From August 3 to August 14, 2016, Ultratech held management presentations for Company C, Sponsor A, Sponsor B, Sponsor C and Sponsor D, with representatives of BofA Merrill Lynch in attendance. Each of these parties was provided a copy of the Ultratech management presentation, which contained information regarding Ultratech's business and results of operations and potential transaction synergies as well as preliminary financial projections with respect to fiscal years 2016 through 2018. During this period and thereafter, Ultratech's management responded to due diligence inquiries and engaged in numerous discussions and meetings with these parties concerning their interest in pursuing an acquisition of, or a strategic partnership with, Ultratech. At the direction of representatives of Ultratech, representatives of BofA Merrill Lynch requested that each of these parties submit a written indication of interest to Ultratech. None of these parties ever submitted a written indication of interest to Ultratech.

        On August 9, 2016, members of the Ultratech business development committee held a conference call with representatives of BofA Merrill Lynch to discuss recent events and provide an update on the strategic review process.

        On August 19, 2016, at the request of the Ultratech board, representatives of BofA Merrill Lynch began contacting potential strategic acquirers in Europe and the Middle East. In total, representatives of BofA Merrill Lynch contacted four such potential strategic acquirers.

        Also on August 19, 2016, the Chairman of Company A e-mailed Mr. Zafiropoulo to explore resuming discussions. Based on previous discussions between Ultratech and Company A and the status of the strategic review process, Ultratech determined it would not pursue further discussions with Company A at this time.

        Beginning on August 22, 2016, at the direction of representatives of Ultratech, representatives of BofA Merrill Lynch sent non-disclosure agreements to those four potential strategic acquirers in Europe and the Middle East. None of the four parties chose to enter into a non-disclosure agreement or continue in the process. One of these parties expressed an interest in purchasing selected assets of Ultratech.

        On or about August 23, 2016 and September 6, 2016, members of the Ultratech business development committee held conference calls with representatives of BofA Merrill Lynch to discuss recent events and process updates.

        Also in August 2016, representatives of Ultratech provided representatives of BofA Merrill Lynch with management projections for Ultratech with respect to fiscal years 2016 through 2018. Subsequently, in November 2016, representatives of Ultratech provided representatives of BofA Merrill Lynch with updated management projections for Ultratech with respect to fiscal years 2016 through 2018. As compared to the Ultratech management projections that were provided to representatives of BofA Merrill Lynch in August 2016, the Ultratech management projections that were provided to representatives of BofA Merrill Lynch in November 2016, among other changes, adjusted fiscal year 2016 to reflect the results of the most recent quarter and reduced forecasts with respect to fiscal year 2017 based on management's judgment and the results of the most recent fiscal quarter.

        On or about September 12, 2016, Sponsor A declined to continue in the process but indicated that they would be open to financing an acquisition by a strategic acquirer.

        On September 13, 2016, at the direction of the Ultratech board, representatives of BofA Merrill Lynch contacted an additional financial sponsor in Asia, which subsequently indicated it was not interested in acquiring Ultratech but would be open to financing an acquisition by a strategic acquirer.

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        On September 17, 2016, the Ultratech business development committee held a special telephonic meeting at which Mr. Zafiropoulo gave an update on the strategic review process.

        On September 21, 2016, the Ultratech board held a special telephonic meeting, with representatives of BofA Merrill Lynch in attendance. The Ultratech board discussed with Ultratech management and representatives of BofA Merrill Lynch the management meetings that had been completed by that date with interested parties and the additional meetings that had been scheduled with other interested parties. The Ultratech board also discussed with Ultratech management and representatives of BofA Merrill Lynch potential strategic alternatives available to Ultratech, recent mergers and acquisitions in the technology industry, recent industry consolidation, recent semiconductor equipment deal activity and Ultratech's financial performance and prospects and stock trend. During this meeting, the Ultratech board requested that representatives of BofA Merrill Lynch reach out to an additional potential financial sponsor in the United States ("Sponsor E"), which representatives of BofA Merrill Lynch contacted shortly thereafter.

        On September 30, 2016, in connection with an unrelated meeting, Mr. Zafiropoulo met briefly with Mr. Richard D'Amore, a member of Veeco's board of directors. At that meeting, Mr. Zafiropoulo mentioned Ultratech's strategic review process and inquired into the possibility of Veeco participating.

        On October 3, 2016, Ultratech entered into a non-disclosure agreement with Sponsor E. The non-disclosure agreement contained a customary standstill provision that would terminate automatically upon certain events, including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On October 4, 2016, representatives of Ultratech held a management presentation with Sponsor E, with representatives of BofA Merrill Lynch in attendance. Shortly thereafter, Sponsor E indicated that it was not interested in purchasing Ultratech but would be open to financing a strategic acquirer.

        On October 5, 2016, at the direction of the Ultratech board, representatives of BofA Merrill Lynch began contacting potential strategic acquirers in the United States. In total, representatives of BofA Merrill Lynch contacted five such potential strategic acquirers including Veeco and two other potential strategic acquirers (which we refer to as "Company D" and "Company E").

        On October 9, 2016, Ultratech entered into a non-disclosure agreement with Veeco that contained a customary standstill provision that would terminate automatically upon certain events, including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On October 12, 2016, representatives of Ultratech held a management presentation for Veeco, with representatives of BofA Merrill Lynch in attendance. This presentation included Ultratech management projections for Ultratech for the fiscal years 2016 through 2018.

        On October 17, 2016, members of the Ultratech business development committee met to discuss the strategic review process and the status of discussions with various parties.

        On October 18, 2016, members of the Ultratech board met with representatives of BofA Merrill Lynch and O'Melveny & Myers to discuss recent events, strategic alternatives, and process updates.

        On October 19, 2016, at the direction of the Ultratech board, representatives of BofA Merrill Lynch contacted an additional potential strategic acquirer regarding a potential transaction (which we refer to as "Company F").

        On October 20, 2016, Ultratech entered into a non-disclosure agreement with Company D, and on November 2, 2016, Ultratech entered into a non-disclosure agreement with Company E. Each of these non-disclosure agreements contained customary standstill provisions that would terminate automatically

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under certain circumstances including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On October 22, 2016, at Ultratech's direction, representatives of BofA Merrill Lynch requested that Veeco provide a non-binding indication of interest by November 9, 2016.

        On October 24, 2016, Ultratech entered into a non-disclosure agreement with Company F. The non-disclosure agreement contained a customary standstill provision that would terminate automatically upon certain events, including in the event that Ultratech entered into a definitive agreement for the acquisition of 50% or more of its outstanding voting securities.

        On November 1, 2016, members of the Ultratech business development committee met with representatives of BofA Merrill Lynch to discuss recent events and the ongoing strategic review process.

        From November 2016 through January 2017, Veeco submitted various due diligence requests to Ultratech to which Ultratech responded.

        On November 4, 2016, members of the Ultratech business development committee held a conference call to discuss the strategic review process and the status of discussions with various parties.

        On November 11, 2016, Ultratech received a preliminary, non-binding indication of interest from Veeco to acquire Ultratech. Veeco offered $26.50 per Ultratech share, with 50% in cash and 50% payable in Veeco shares of common stock, representing a 21% premium to the closing price of Ultratech's common stock as of November 10, 2016.

        On November 14, 2016, Messrs. Zafiropoulo and Wright held a telephonic meeting with representatives of BofA Merrill Lynch to discuss the written indication of interest submitted by Veeco. Also, on November 14, 2016, at the direction representatives of Ultratech, representatives of BofA Merrill Lynch and representatives of Barclays Capital Inc., Veeco's financial advisor, held a call to discuss Veeco's interest in a potential transaction and certain diligence requests.

        On November 15, 2016, representatives of BofA Merrill Lynch provided to Mr. Zafiropoulo a disclosure letter to the Ultratech board, dated November 15, 2016, describing certain of BofA Merrill Lynch's material relationships with Ultratech, Veeco and other potential acquirers, which Mr. Zafiropoulo then provided to the Ultratech board that evening.

        Also, on November 15, 2016, the Ultratech board held a special telephonic meeting to discuss the strategic review process. Representatives of BofA Merrill Lynch and representatives of O'Melveny & Myers attended the meeting. At the request of the Ultratech board, representatives of BofA Merrill Lynch reviewed with the Ultratech board, among other topics, a summary of Veeco's indication of interest, an overview of Veeco, the status of discussions with other potential bidders and the timing of the process for receiving other bids and certain preliminary financial analyses regarding Ultratech. Members of the Ultratech board then discussed with members of the Ultratech management team various strategic alternatives available to Ultratech, including remaining independent and other ways to continue to maximize value for Ultratech stockholders. Representatives from O'Melveny & Myers then provided the Ultratech board with a presentation on directors' fiduciary duties under applicable law, including applicable legal standards in connection with a potential business combination transaction.

        Between November 14 and December 9, 2016, at the direction of the Ultratech board, Ultratech management provided follow-up materials to, and held additional discussions with, Veeco, Company D, Company E and Company F, including management presentations for Company D, Company E and Company F, each with the assistance of its respective legal and financial advisors. Between November 16, 2016 and November 21, 2016, at the request of the Ultratech board, representatives of BofA Merrill Lynch requested that each of Company D, Company E and Company F submit non-binding indications of interest by December 2, 2016. Shortly thereafter, Company D requested the deadline for submitting a non-binding indications of interest be extended to December 6, 2016,

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Company E requested the deadline for submitting a non-binding indications of interest be extended to December 16, 2016 and Company F requested the deadline for submitting a non-binding indications of interest be extended to December 8, 2016. Each such request was granted by Ultratech.

        On November 22, 2016, members of the Ultratech business development committee met to discuss the strategic review process and the status of discussions with various parties.

        On November 30, 2016, Veeco was granted access to the Ultratech virtual data room.

        On December 5, 2016, the Ultratech board held a conference call with representatives of BofA Merrill Lynch to discuss recent events and the ongoing strategic review process. At the request of the Ultratech board, representatives of BofA Merrill Lynch gave an update on the status of discussions with various third parties. The Ultratech board instructed representatives of BofA Merrill Lynch to again seek indications of interest from the potential bidders that had not yet submitted any indications of interest. The Ultratech board also instructed representatives of BofA Merrill Lynch to seek a revised indication of interest from Veeco with a higher per share price than the November 11, 2016 indication of interest from Veeco. Representatives of BofA Merrill Lynch subsequently contacted representatives of Barclays to communicate the request for a revised indication of interest from Veeco.

        On December 6, 2016, Ultratech received a preliminary, non-binding indication of interest from Company D to acquire Ultratech. Company D offered $24.00 per Ultratech share in cash. This offer represented an 8% premium to Ultratech's closing price as of December 5, 2016.

        Also on or about December 6, 2016, at the request of representatives of Ultratech, representatives of BofA Merrill Lynch provided Veeco with updated Ultratech management projections with respect to fiscal years 2016 through 2018.

        On December 8, 2016, Company F indicated it was no longer interested in pursuing a potential transaction with Ultratech.

        On December 9, 2016, members of the Ultratech business development committee held a conference call to discuss the strategic review process and the status of discussions with various parties. Also on December 9, 2016, the Ultratech board held a special telephonic meeting. Representatives of O'M