Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities

Transcription

1 Filed by Nanometrics Incorporated Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No Subject Company: Nanometrics Incorporated

2 Nanometrics Growth Strategy Investor Presentation June 2006

3 Nanometrics Mission To be the leading company providing both integrated and stand-alone metrology & process control technology to the global semiconductor industry

4 Nanometrics Identify High-Growth Strategy for Opportunities Growth Solidify Leverage Competitive the Channel Position Superior Memory Growth Integrated and Optical Profits Focus on key customers CD Overlay Gain Consolidate market share Gain Worldwide scale Cross-sell integrated strength Top-line growth + standalone Operating Increased profitability leverage

5 Growth Siliconization Opportunity: of consumer Memory Cell phone growth unheralded consumables PS3, Huge Xbox, Flash and ipod, DRAM DVDs, content GPS Vista 1GB minimum, OS launch 2GB to accelerate optimized DRAM spending Option Flash as to PC enhance storage performance medium becoming by employing a reality Flash key as cache Instant Driver for on, true reduced PC replacement power consumption Requires dozens and dozens of cycle chips

6 Nanometrics Identify High-Growth Memory Opportunities Strategy Solidify Leverage Competitive the Channel Position Memory Integrated 70-80% of Optical Nano sales CD Overlay Majority of sales to Korea are into and memory Japan market CapEx Strong spending position with by customers key memory less customers reliant on in US Korea equity and markets Japan creates opportunity to sell additional metrology products

7 Other Move Secular to 450mm Drivers manufacturing of Semiconductor a decade Capex away Growth Increased capacity achieved only from expansion and shrinks Dual-core Shrinks and MPUs Litho require challenges 2x silicon = more Lithography process control challenges abound Look beyond the cycles to continued areas of strength for the industry and Nanometrics

8 Growth One of the Opportunity: highest-growth Integrated markets Metrology Improves production economics, accelerates in process production control Results in higher profits for IC manufacturers ramp and enables APC Solid CVD, penetration etch just beginning non-metal to catch CMP onthin film measurement More AMAT-DNS markets JV yet creates to penetrated Integrated TF, OCD and additional Overlay opportunity in track Metal CMP and more

9 Nanometrics Identify High-Growth Integrated Opportunities Strategy Solidify Leverage Competitive the Channel Position Memory Integrated Optical Overlay CD Became $40-50M #1 market player growing 2005 to * Strategic benefit to supplying $100+M both standalone by * Huge customer cross-selling opportunities integrated metrology 38% 50% of Nano product revenue in 2005 * Source: Dataquest. Includes Q1 integrated 2006 systems for TF and OCD metrology. Nova #2.

10 Growth CD-SEMOpportunity: Optical CD Measurement Running ~$ 700M out of * steam $210M$410M Thin Essential Film [Graphic Appears measurements Optical CD Here] Filling TF/Optical in for CDCD-SEM Two CD-SEM key technologies in one package * Source: Dataquest market size numbers for Dataquest predicts 50%+ CAGR for OCD through 2009.

11 Nanometrics Identify High-Growth Optical CD Opportunities Strategy Solidify Leverage Competitive the Channel Position Memory Integrated Optical Overlay CD KLAC Emerging #1 opportunity player NANO for strong integrated #2 * applications TWAV #3 Accent #4 (merging) Historically * Source: strong Dataquest. position TF key as OCD+TF merge

12 Growth Dual exposure Opportunity: emerges Overlay as attractive Metrology Compared to EUV, immersion option for extending 193nm lithography Timing window may be realized sooner; Less costly than implementing new technologies Burden Mask evolution: on overlay metrology can more than double in precision and capacity requirements Binary Mask w/ OPC PSM Resulting Mask Wafer w/ PSM Pattern: 2nd Mask 240nm 210nm 160nm 110nm pitch

13 Nanometrics Identify High-Growth Overlay Strategy Solidify Competitive Position Opportunities Leverage Memory Integrated the Channel Overlay Optical CD KLAC Nikon Accent NANO Soluris KLAC Nikon NANO/ exiting Opportunity IVS/Accent Soluris added for integrated US, applications Accent to strength in Europe, Singapore Nano already strong in Korea, Japan, US * Source: Dataquest. Taiwan and China

14 Acquisitions Acquired Soluris Accelerating March Nanometrics $7 million cash Growth Announced proposed acquisition of Accent Optical purchase in $8-10 January million in annual Overlay revenues, 150+ systems in the field Strength in 200mm, MEMS, Inkjet, GaAs, bump Stock Accent deal receives valued 28% at ~$60 of NANO million* equity closing for 37% in July * Based on 5 million shares and $10.9 million LTM net debt. revenue The contribution transaction is Strong subject position to approval in Overlay, of Nanometrics plus additional and Accent $100M+ shareholders. market opportunity 25 years in the business, a buyout of Bio-Rad unit

15 Combination Nanometrics Provides Enhanced Channel Accent Soluris

16 A Yesterday s New Nanometrics In 2005, represented NANO: Today s NANO: $70M of a $465M market Used to be #2, 3 or 4 player in each segment Pro #1 or forma #2 position for Soluris in every and Accent: core market ~$120M segment of $465M market At HBLED least $200M + FTIR in (Accent) additional near-term market opportunities Mask Enhanced metrology channel, (new improved Nano product) team, greater scale`

17 Nanometrics Identify High-Growth Strategy for Opportunities Growth Solidify Leverage Competitive the Channel Position Superior Memory Growth Integrated and Optical Profits Focus on key customers CD Overlay Gain Consolidate market share Gain Worldwide scale Cross-sell integrated strength Top-line growth + standalone Operating Increased profitability leverage

18 Improving Representative Fundamentals Quarterly Revenue GM trend ($M) High GM in Q4 05 due to sales of highly depreciated units Q1 Q2 Q3 Q4 Q % adj 50% 40% 30% 20% -10% 10% 0% -20% -30% -40% % Revenue of Revenue Blended Operating GM + Strong balance Marginsheet: $33.5 million in cash, $2.2 million in debt

19 Significant GAAP Non-GAAP Operating Leverage in the Model 2005 SG&A Q106 32% Target 40% Cash 27% Basis* 23% Product Gross Margin 52% 50% 58% 60% Service Gross Margin (12%) 15% 19% 20% Blended Gross Margin 43% 45% 53% 55% R&D 18% 13% 13% 12% Operating Margin (7%) (9%) 13% 20% * Excludes non-cash expenses from amortization of intangibles and equity-based compensation.

20 Final Thoughts Several secular growth trends driving the industry A new Nanometrics Well-positioned with a solid strategy for growth Driving operating leverage

21 Additional In connection Information with the planned and Where merger to Find (the It ( Nanometrics ) and Accent Optical Technologies, Merger ) Inc. between ( Accent ) Nanometrics, pursuant to Inc. Nanometrics, Alloy Merger Corporation (a wholly owned subsidiary of Nanometrics) the Agreement and Accent, and Plan of Merger and and Accent Reorganization filed a joint dated proxy January statement/prospectus 25, 2006 (the Merger on June Agreement ), 12, The by proxy and between statement/prospectus to acquire Accent capital includes stock a (the resolution Share for Issuance ), Nanometrics and certain shareholder other approval matters contemplated of the issuance by of the Nanometrics Merger Agreement. common The stock proxy in consideration statement/prospectus for all the also outstanding includes a shares resolution of Accent for capital stockholder and the approval rights of once the it Merger is finalized. Agreement INVESTORS and the Merger AND SECURITY and certain other HOLDERS matters ARE contemplated URGED by TO the READ Merger THE Agreement. JOINT PROXY The joint STATEMENT/PROSPECTUS proxy statement/prospectus will REGARDING be mailed to THE the shareholders PROPOSEDof Accent and Nanometrics MERGER Exchange Commission WHEN IT IS ( SEC ) FINALIZED by Nanometrics BECAUSE and IT Accent. CONTAINS Investors IMPORTANT and security INFORMATION holders may obtain ABOUT a free THE copy TRANSACTION. of the joint proxy The statement/prospects joint proxy statement/prospectus and other documents was filed by with Nanometrics the Securities with and at the SEC s web site at The joint proxy statement/prospectus and these other documents may also be obtained for free from Nanometrics by directing a request to Nanometrics, Inc., 1550 the Buckeye SEC Drive, Milpitas, California 95035, Attention: Investor Relations, Telephone: (408) or by sending an request to investors@nanometrics.com.

22 Additional Nanometrics Information and its executive and Where officers to Find and directors It the Merger Agreement. Information regarding such officers may be and deemed directors be is participants included in in the the joint solicitation proxy statement/prospectus. of proxies from Nanometrics This document and Accent s is available shareholders free of charge with respect at the SEC s to the web transactions site at contemplated and by from investors@nanometrics.com. Nanometrics by directing a request to Nanometrics, Inc., 1550 Buckeye Drive, Milpitas, California 95035, Attention: Investor Relations, Telephone: (408) or by sending an request to Accent Merger and Agreement. its executive Information officers regarding and directors such may Accent be deemed directors to and be participants executive officers in the and solicitation their interests of proxies in the from Merger Accent s is included and Nanometrics in the joint shareholders proxy statement/prospectus. with respect to the transactions contemplated by the This would communication be unlawful prior shall to not registration constitute or an qualification offer to sell under the the solicitation securities of laws an offer any to such buy jurisdiction. any securities, No nor offering shall there of securities be any sale shall of be securities made except in any by jurisdiction means of a in prospectus which such meeting offer, the solicitation requirements or sale Section 10 of the Securities Act of 1933, as amended. of

23 Forward This communication Looking Statements savings, impact of the contains Merger forward-looking on operating results statements of the combined within the company, meaning of market the safe position harbor of provisions the combined of the company Private and Securities product Litigation portfolio Reform of the combined Act of 1995, company. such as These statements statements regarding are not the guarantees expected cost future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes of results may differ materially from what is expressed herein. In any forward-looking statement in which Nanometrics expresses an expectation or belief as to future results, such expectation belief is expressed and good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, couldin cause achieve actual the cost results savings to differ and materially cash earnings from expected, those described costs related in the to forward-looking the Merger; failure statements: of the Nanometrics the risk that shareholders the Nanometrics to approve and Accent the Share businesses Issuance, will failure not be of integrated the parties successfully; to satisfy various Nanometrics closing ability conditions, to the those inability set forth of in Nanometrics Nanometrics to achieve filings with the market the SEC, position including anticipated its Annual and other Report economic, Form business, 10-K for its competitive most recent and/or fiscal regulatory year, especially factors in affecting the Management Nanometrics Discussion and Accent s and Analysis businesses section, generally, its most including Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. All forward-looking statements included in this communication are based on information available to Nanometrics hereof. recent Nanometrics communication undertakes or to update no obligation reasons why (and actual expressly results disclaims could differ any from such obligation) those anticipated to update in such forward-looking forward-looking statements statements. made in this communication to reflect events or circumstances after the date this

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