BROOKS AUTOMATION INC AZTA

election_required = True...res directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any odd lot holder wishing to tender all shares held pursuant to the offer should complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. 2. Background and Purpose of the Offer; Certain Effects of the Offer; Other Plans or Proposals. Background and Purpose of the Offer The offer follows the closing of our recent sale of the Brooks Software Division, which generated proceeds to Brooks that strengthened its cash asset...

expiry = 2007-06-28...the associated stock purchase rights) At a per share purchase price not less than $16.50 per share nor greater than $19.00 per share THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. Brooks Automation, Inc. is: Ÿ offering to purchase up to 6,060,000 shares of its common stock (including the associated stock purchase rights) in a tender offer; an...

listed = True...ce; and Ÿ if the number of shares tendered at or below the selected price is more than 6,060,000, we may exercise our right to purchase up to an additional 2% of our outstanding shares without amending or extending the offer. Our common stock: Ÿ is listed and traded on the NASDAQ Global Market under the symbol “BRKS”; and Ÿ had a closing price of $17.69 per share on May 31, 2007, the last full trading day before we commenced the offer and a closing price of $16.90 on May 30, 2007, the last full trading day before we announced the offer. We urge you to obtain current market quotations for the shares. The offer is...

mechanism = DUTCH...de the rights; and a tender of the shares will constitute a tender of the rights. See Section 1. What will be the purchase price? Ÿ The price range for the offer is $16.50 to $19.00 per share. We are conducting the offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in multiples of $0.10 per share) within this price range at which you are willing to sell your shares. Ÿ We will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest price that will enable us to buy 6,060,000 shares. If a lesser nu...

must_tender_all = True...shares conditionally tendered at or below the purchase price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares). See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? Ÿ No. If you validly tender, and do not validly withdraw, your shares according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjecting them to the proration procedure. See S...

price = USD 16.5-19.0...o the common stock of Brooks and shall include the rights; and a tender of the shares will constitute a tender of the rights. See Section 1. What will be the purchase price? Ÿ The price range for the offer is $16.50 to $19.00 per share. We are conducting the offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in multiples of $0.10 per share) within this price range at which you a...

threshold = 100...cable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price by a shareholder who owns beneficially or of record a total of fewer than 100 shares (such shareholder, an “odd lot holder”) and so certified in the appropriate place on the letter of transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the priority preference for odd lots, an odd lot holder must tender all shares owned in accordance with the procedures described in Section 3, “Procedures...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) Brooks Automation, Inc. Offer to purchase for cash Up to 6,060,000 shares of its common stock (including the associated stock purchase rights) At a per share purchase price not less than $16.50 per share nor greater than $19.00 per share THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO W...