Aquest and Gores Release Letter Expressing Interest in Acquiring Asyst

LOS ANGELES AND SUNNYVALE, Calif., Feb. 25 /PRNewswire/ -- Aquest Systems Corp. and The Gores Group, LLC are jointly releasing the following letter, which describes their proposal to explore the acquisition of Asyst Technologies, Inc. NASDAQ: ASYT at a significant premium to the company's current share price. Aquest and Gores are releasing the letter so that Asyst's shareholders are aware of the proposal and are in a position to evaluate the potential benefits of such a transaction.

Aquest develops next-generation automation technologies for the worldwide semiconductor industry. Aquest was founded by Dr. Mihir Parikh, who was also the founder of Asyst and its CEO from inception in 1984 until 2002. Aquest's private investors include Menlo Ventures, one of the technology industry's most successful and respected venture capital firms, and also the founding investor of Asyst. Gores is a private equity firm focused on acquiring controlling interests in mature and growing businesses that can benefit from the firm's operating experience and flexible capital base.

    Letter to Asyst

    February 1, 2008

    Dr. Stephen S. Schwartz
    President & Chief Executive Officer, Chairman of the Board
    Asyst Technologies, Inc.
    46897 Bayside Parkway
    Fremont, CA 94538

    Re: Proposal to Acquire Asyst Technologies, Inc.

    Dear Dr. Schwartz:

While The Gores Group, LLC ("Gores") was disappointed in your rejection of Gores' prior expression of interest when we met with you on January 9, 2008, Gores continues to be interested in pursuing a transaction with Asyst Technologies, Inc. ("Asyst" or the "Company"). To that end, Gores is pleased to advise you that it has partnered with Aquest Systems Corp. and its management and shareholders ("Aquest", together with Gores, the "Investor Group"), to make the following proposal to acquire Asyst for $5.00 - $6.00 per share.

The Investor Group believes that the combination of Aquest's intimate knowledge of the business and the industry in general and Gores' expertise in creating value through operational involvement would create a transaction that will be beneficial to the Company and its shareholders, management and employees.

To the extent you would like to proceed based upon the terms outlined herein, we are prepared to move rapidly. Our intent would be to complete our confirmatory diligence in parallel with negotiating a definitive agreement such that we could be in a position to sign such agreement within a period of approximately four weeks. We are mindful of our own time and resources, but also do not want this process to be a lengthy distraction to your management team and the Board. We believe that we have assembled a team with the relevant expertise and the financial and transaction capabilities to rapidly execute this transaction. We are highly confident of having the financial resources to complete the transaction.

Gores is an operations focused private equity firm focused on acquiring controlling interests in mature businesses which can benefit from the firm's operating experience and flexible capital base. Gores is investing its second fund, Gores Capital Partners II, L.P., which totals $1.3 billion in commitments and is actively seeking new investment opportunities on behalf of this pool of discretionary capital.

One key differentiating factor about Gores is its affiliated operations group, Glendon Partners, Inc. ("Glendon"). Glendon consists of professionals that have operational experience and expertise across functional areas such as general operations/management, finance/accounting, sales & marketing, supply chain management, human resources, IT, tax, insurance/risk management and legal. This team enables Gores to accelerate the due diligence process and provides valuable expertise in connection with any transaction. On many occasions, Gores has moved from initial management meeting to the signing of definitive agreements in less than four weeks.

Aquest Systems, founded in 2004, is the pioneer of No-Wait- Manufacturing(SM) automation technologies for the worldwide semiconductor industry. The Aquest board and management team, which include both the founder and the first institutional investor in Asyst, have substantial experience in the relevant market.

We have analyzed in detail the publicly available information about Asyst and we are enthusiastic about moving forward on an expedited basis to complete a transaction. The principal terms and timing of our proposed transaction are outlined below:

    1. Purchase Price. We propose to purchase 100% of the capital stock of the
       Company for a price of $5.00 - $6.00 per share in cash. We are willing
       to consider paying a portion of the purchase price in stock. This value
       represents a significant premium to the current and recent trading
       price of the Company's common stock of at least 76%, and also provides
       your stockholders an opportunity for liquidity. We believe your
       institutional and other public market investors will find this proposal
       highly attractive.

    2. Due Diligence; Timeline. We are prepared to commence our next phase of
       the diligence process immediately and would expect that we could
       complete this review in short order. To that end, we would like to
       schedule a meeting with you and your advisors as soon as possible. We
       appreciate your sensitivity to insulating your management team until
       the appropriate time. Therefore, our expectation would be to enter a
       short exclusivity period after this next phase of due diligence, where
       we meet with your business unit managers and complete a confirmatory
       review of customary areas such as (i) business unit operations,
       performance and outlook, (ii) accounting, (iii) tax, and (iv) legal in
       order to complete the transaction.

    3. Definitive Agreement. Concurrently with our confirmatory diligence
       review, we can rapidly prepare a draft Agreement and Plan of Merger to
       provide to the Company. We believe that we should be able to work
       through any issues and the agreement without difficulty.

We are excited about the prospect of moving forward on this transaction. As such, we would welcome the opportunity to speak with any members of the Board of Directors to discuss Gores, our views and intentions with regard to Asyst, or other topics that you would like to cover. We look forward to speaking with you soon.

    Sincerely,
    THE GORES GROUP, LLC             AQUEST SYSTEMS CORP.
    Scott M. Honour                  Mihir Parikh
    Senior Managing Director         President & CEO

    cc: Steve Debenham, Asyst Corporate Counsel
        Stanley Grubel, Asyst Board of Directors
        Tsuyoshi Kawanishi, Asyst Board of Directors
        Robert A. McNamara, Asyst Board of Directors
        Anthony E. Santelli, Asyst Board of Directors
        William Simon, Asyst Board of Directors
        Walter W. Wilson, Asyst Board of Directors

        Jordan W. Katz, Principal, The Gores Group, LLC

        Kyle C. Krpata, Weil, Gotshal & Manges LLP

        Aquest Board of Directors:
        H. Dubose Montgomery, Founder and MD, Menlo Ventures
         (and founding investor in Asyst)
        Lip-Bu Tan, Founder and Chairman, Walden International
        Koji Osawa, Co-founder and Managing Principal,
         Global Catalyst Partners
        Gidu Shroff, Former Corp. VP, Intel Corp.

This letter is not to be considered an offer to purchase or an agreement of purchase and sale, but is merely an expression of our intent and desire to acquire the Company generally on the terms outlined above. This letter is not binding. Neither party shall be bound or obligated to enter into or perform any agreement with any person or entity or proceed with any degree of efforts unless and until a written definitive agreement is executed by all parties thereto and, in such event, only to the extent set forth in such definitive agreement. This letter shall be governed by the internal laws of the State of New York without regard to conflicts of laws rules of any jurisdiction.

About Aquest Systems

Founded in 2004, Aquest Systems is the pioneer of No-Wait- Manufacturing(SM) (NWM) automation technologies for the worldwide semiconductor industry. A truly global company, Aquest employs a worldwide organization to efficiently leverage talent and resources in the United States, Japan, Taiwan and India. The company is privately held and headquartered in Sunnyvale, Calif. More information can be found at www.aquestsystems.com.

About The Gores Group, LLC

Founded in 1987, The Gores Group, LLC is a private equity firm focused on acquiring controlling interests in mature and growing businesses which can benefit from the firm's operating experience and flexible capital base. The firm combines the operational expertise and detailed due diligence capabilities of a strategic buyer with the seasoned M&A team of a traditional financial buyer. The Gores Group, LLC has become a leading investor having demonstrated over time a reliable track record of creating substantial value in its portfolio companies alongside management. The firm's current private equity fund has committed equity capital of $1.3 billion. Headquartered in Los Angeles, The Gores Group, LLC maintains offices in Boulder, Colorado, and London. For more information, please visit www.gores.com.