Milpitas, CA and Bend, OR -Process metrology equipment provider Nanometics has entered into a definitive agreement to purchase Accent Optical Technologies for $80.9 million in stock. Together the companies will have trailing annual revenues of more than $100 million for the twelve months ended October 1, 2005. “The combination of Nanometrics and Accent creates one of the largest independent metrology companies in the semiconductor industry,” stated Nanometrics President and CEO John D. Heaton. “Nanometrics is already the leader in integrated metrology, and the acquisition of Accent will expand our market position in each of our primary stand-alone metrology segments. Accent is particularly strong in overlay metrology, a market we are just beginning to penetrate. Accent’s technology will also strengthen our position in optical CD and non-metal thin film metrology.” Nanometrics will issue 5.0 million shares of common stock for all outstanding Accent capital stock and rights to acquire Accent capital stock, and assume $10.6 million in Accent net debt obligations. Following the purchase, Nanometrics shareholders will own 73% of the combined company on a fully diluted basis and Accent stockholders will own 27%. The transaction is expected to be accretive to Nanometrics’ cash earnings per share in fiscal 2006.