Axcelis Technologies, Inc. (NASDAQ:ACLS) and Veeco Instruments Inc. (NASDAQ:VECO) issued a joint update on November 2, 2026, revising the expected closing of their previously announced all-stock merger to by the end of the first quarter of 2027.

Key Highlights

  • Revised timeline: The merger is now expected to close by the end of the first quarter of 2027, subject to satisfaction or waiver of all closing conditions.
  • SAMR clearance pending: Regulatory approval from China's State Administration for Market Regulation (SAMR) remains an outstanding closing condition.
  • New HSR submission planned: Due to the pending expiry of the current Hart-Scott-Rodino Antitrust Improvements Act clearance, the parties plan to promptly make a new submission under the HSR Act.
  • Exchange ratio unchanged: Under the merger agreement, each share of Veeco common stock will be converted into 0.3575 Axcelis shares at closing.
  • No closing assurance: The filing states "there can be no assurances that the closing will occur on this timeline."

Axcelis and Veeco Update Merger Closing Conditions and Regulatory Status

In a joint press release filed November 2, 2026, Axcelis Technologies (NASDAQ:ACLS) and Veeco Instruments (NASDAQ:VECO) disclosed that their previously announced all-stock merger now is expected to close by the end of the first quarter of 2027. The update revises the prior expected timeline and cites ongoing regulatory review as the primary reason for the change.

According to the filing, the completion of the merger remains subject to customary closing conditions, including receipt of regulatory clearance from SAMR, China's market regulator. The companies stated that they "continue to work constructively with SAMR to obtain clearance." Separately, the parties disclosed that the existing clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is nearing expiry, requiring a new submission. The closing is conditioned upon the expiration or early termination of the HSR Act waiting period for the new submission as well.

The exchange ratio established in the original merger agreement remains in place: each Veeco share will be converted into 0.3575 Axcelis shares at closing. The filing references the merger agreement as dated September 30, 2025, and notes that a registration statement on Form S-4 (File No. 333-292008) was filed by Axcelis on December 8, 2025, amended December 29, 2025, and declared effective by the SEC on December 31, 2025. A definitive joint proxy statement/prospectus was filed and mailed to stockholders on or about December 31, 2025. The filing contains forward-looking statements, which the companies identify as subject to risks and uncertainties including, among others, failure to obtain regulatory approvals and failure to satisfy other closing conditions.

What Was Disclosed

Axcelis and Veeco jointly disclosed a revised merger closing timeline of by end of Q1 2027, cited pending SAMR approval in China, announced a planned new HSR filing due to expiry of the current clearance, and confirmed the 0.3575 Axcelis-per-Veeco-share exchange ratio is unchanged.