Rudolph Technologies Announces Proposed Offering of $50 Million of Convertible Senior Notes Due 2016

Rudolph Technologies, Inc. RTEC today announced it intends to offer, subject to market and other conditions, $50 million in aggregate principal amount of convertible senior notes due 2016. The notes will be sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also intends to grant to the initial purchaser of the notes an option to purchase up to an additional $10 million aggregate principal amount of the notes. The Company will use a portion of the proceeds of the offering to pay the cost of a convertible note hedge transaction in connection with the offering as described below. The Company intends to use the remaining net proceeds from the offering for general corporate purposes, which may include financing potential acquisitions and strategic transactions, growth initiatives and working capital. The notes will be general unsecured and unsubordinated obligations of the Company, ranking equally in right of payment to all existing and future senior indebtedness, and senior in right of payment to any future indebtedness that is expressly subordinated to the notes, of the Company. The notes will be convertible, subject to certain conditions. Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and deliver shares of its common stock in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, conversion rate, conversion price and other terms of the notes will be determined at the time of the pricing of the offering.