ZIGO Zygo Corp. (MM)

Certain Projected Financial Information

The following is a summary of certain projected financial information that was included in the “Base case” and “Upside case” financial forecasts prepared by Zygo’s management in October and November 2013, and in the “Updated base case” financial forecast prepared by Zygo’s management at the end of March 2014:

The “Base case” and “Upside case” financial forecasts set forth above were included in presentations made during December 2013 and January 2014 to each of the parties interested in a potential business combination with Zygo. The projections were based on the following assumptions:

Revenue. Base case revenue in fiscal 2014 was forecast based on orders already in backlog, forecasts received from customers, continuation of run rates on certain products and additional traction expected on products recently introduced and to be introduced during fiscal 2014. Projected revenue for fiscal 2015 through fiscal 2017 was based on expected continued additional traction on new products in existing and new end markets, an expanded selling footprint and expansion of certain optics division businesses.

Upside case revenue in fiscal 2014 was forecast based on better-than-forecast performance during the second

quarter of fiscal 2014 and indications for the remainder of the year. Upside revenue for fiscal 2015 through fiscal 2017 represented theoretical upside opportunities on the basis of customer forecasts, robust customer acceptance of existing new products and additional new products anticipated to be introduced in the future.

Gross Profit. Gross profit in fiscal 2014 and beyond was forecast based on improvements in gross profit margin from:

Earnings Before Interest and Taxes (EBIT) and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA). EBIT and EBITDA forecast for fiscal 2014 and beyond was based on improved gross margin and forecast of operating expenses at historical run rate, increased by inflationary effects, incentive compensation and other variable costs associated with additional volume. For purposes of the financial forecasts described herein, EBIT is calculated as net earnings before interest and taxes and EBITDA is calculated as net earnings before interest, taxes, depreciation and amortization.

Net Income. Net income in fiscal 2015 and beyond anticipated reduced income tax rates resulting from a transition of manufacturing to lower tax rate jurisdictions.

Unlevered Free Cash Flow. A forecast of unlevered free cash flow was included only in the original Base case, and not in the Upside case or Updated base case. The forecast of unlevered free cash flow for fiscal 2014 was based upon budgeted capital expenditures and maintaining similar working capital metrics for the remainder of the year. Free cash flow beyond fiscal 2014 was based on maintaining similar working capital metrics and capital expenditures at approximately 4% of revenues. For purposes of the financial forecasts described herein, unlevered free cash flow is calculated as EBIT less taxes and capital expenditures, plus depreciation, amortization and share-based compensation, plus or minus change in working capital for the applicable period.

The “Updated base case” financial forecasts set forth above were prepared at the end of March 2014 based on actual results achieved through February 2014, together with changes in Zygo management’s perception of macro- and industry-specific dynamics since the original Base case forecast was compiled. Results for fiscal 2014 were anticipated to be similar to those in the original Base case forecast, with the exception of adjustments to reflect certain unusual non-recurring expenses incurred since the original Base case forecast was prepared. The updated forecast for fiscal 2015 reflects the expected benefits of certain cost savings and facility consolidation initiatives planned for implementation in fiscal 2015. The updated forecasts for fiscal 2016 and fiscal 2017 reflected reduced revenue growth rates based on Zygo management’s reduced risk-weighted expectations for end-market growth and customer demand for Zygo’s future new product introductions.

Important Information About Our Financial Forecasts

Our management believes that our financial forecasts were prepared in good faith and on a reasonable basis on the best information available to our management at the time of their preparation. Our financial forecasts, however, are not fact and should not be relied upon as necessarily indicative of actual future results, and actual results may differ materially from those contained in our financial forecasts.

The financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC or U.S. GAAP. Neither the independent registered public accounting firm of Zygo nor any other independent accountants have compiled, examined, or performed any audit or other procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

As noted above, our financial forecasts include assumptions as to certain business decisions that are subject to change, as well as assumptions related to industry performance and general economic conditions, each of which assumptions is inherently subjective and beyond the control of Zygo, including but not limited to expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, industry growth and trends in the markets in which Zygo participates.

By including our financial forecasts in this proxy statement, none of Zygo, AMETEK or any of their respective representatives has made or makes any representation to any stockholder or to any other person regarding the ultimate performance of Zygo compared to the information contained in our financial forecasts. Zygo made no representation to AMETEK or Merger Sub, in the merger agreement or otherwise, concerning the probability of achieving the financial forecasts. Our financial forecasts summarized in this section were prepared during the periods described above and have not been updated to reflect any changes since the date they were made. We undertake no obligation, except as required by law, to update or otherwise revise our financial forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in our business or general economic or industry conditions.

Certain Effects of the Merger

If the merger agreement is adopted by our stockholders and the other conditions to closing are satisfied or waived, Merger Sub will merge with and into Zygo, and Zygo will continue as the surviving corporation and a wholly owned subsidiary of AMETEK. Upon completion of the merger, each share of Zygo common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of Zygo common stock owned by Zygo as treasury stock or owned by AMETEK, Merger Sub or any of their respective subsidiaries or shares of Zygo common stock the holders of which have properly demanded and perfected their appraisal rights under Delaware law) will be converted into the right to receive $19.25 in cash, without interest thereon, and less any applicable withholding taxes.

As a result of the merger, Zygo will cease to be a publicly traded company and will become wholly owned by AMETEK. You will no longer have any interest in the future earnings or growth, if any, of Zygo. Following consummation of the merger, the registration of Zygo common stock and our reporting obligations with respect to Zygo common stock under the Exchange Act will be terminated upon application to the SEC. In addition, upon completion of the proposed merger, shares of Zygo common stock will no longer be listed on the NASDAQ Global Select Market, or any other stock exchange or quotation system.

Effects on Zygo if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Zygo common stock in connection with the merger. Instead, we will remain an independent public company, and Zygo common stock will continue to be quoted on the NASDAQ Global Select Market.

If the merger is not consummated, we expect that our management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will be subject to the same risks and opportunities to which our business is currently subject, but there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Zygo common stock. In the event the merger is not completed, our board of directors will continue to evaluate and review our business operations, projects and capitalization, make such changes as are deemed appropriate and seek to identify acquisitions, joint ventures or strategic alternatives to enhance stockholder value. If the merger agreement is not adopted by our stockholders or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

If the merger agreement is terminated under certain circumstances, we may be obligated to pay AMETEK a

termination fee or reimburse AMETEK for certain expenses. See the section of this proxy statement entitled “The Merger Agreement — Termination Fees and Reimbursement of Expenses.”

Financing of the Merger

AMETEK and Merger Sub have acknowledged and agreed that their obligations under the merger agreement are not subject to any conditions regarding AMETEK’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of the transactions contemplated by the merger agreement. AMETEK has represented in the merger agreement that it has and will have available to it at and at all times prior to the closing of the merger, sufficient cash, marketable securities and/or other sources of immediately available funds to consummate the merger, to pay the aggregate merger consideration and any other amounts required to be paid by it in connection with the merger as provided in the merger agreement and to pay any other amounts incurred or otherwise payable by AMETEK, Merger Sub or the surviving corporation in connection with the transactions contemplated by the merger agreement, and that there is no restriction on the use of such cash for such purposes.

Material U.S. Federal Income Tax Consequences

The following is a general summary of material U.S. federal income tax consequences of the merger to U.S. holders whose shares of Zygo common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. For purposes of this summary, the term “U.S. holder” means a beneficial owner of shares of Zygo common stock that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner (other than a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Zygo common stock that is not a U.S. holder. If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Zygo common stock, the tax treatment of a partner generally will depend on the status of the partners and the activities of the partnership. A partner of a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holding Zygo common stock should consult its independent tax advisor.

This summary is based on the Internal Revenue Code of 1986, as amended (referred to in this proxy statement as the Code), its legislative history, U.S. Treasury regulations promulgated thereunder, published rulings by the Internal Revenue Service, and judicial and administrative decisions in effect as of the date of this proxy statement, all of which are subject to differing interpretations and to change, possibly with retroactive effect. This summary applies only to beneficial owners who hold shares of Zygo common stock as “capital assets” within the meaning of Section 1221 of the Code and does not apply to shares of Zygo common stock received in connection with the cancellation or exercise of employee stock options, restricted stock unit awards or otherwise as compensation for services or through a tax-qualified retirement plan, or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, retirement plans or other tax-deferred accounts, financial institutions, broker dealers, dealers in currencies, partnerships, S corporations or other pass-through entities (or investors in a partnership, an S corporation or other pass-through entity), mutual funds, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, traders in securities who elect the mark-to-market method of accounting for their securities, U.S. expatriates, stockholders subject to the alternative minimum tax, stockholders that have a functional currency other than the U.S. dollar, or stockholders who hold Zygo common stock as part of a hedge, straddle, constructive sale, conversion transaction or other

integrated transaction). This summary does not address any aspect of state, local, foreign or federal non-income tax laws.

U.S. Holders

Exchange of Shares of Zygo Common Stock for Cash Pursuant to the Merger Agreement. The receipt of cash in exchange for shares of Zygo common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Zygo common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received in the merger with respect to such shares and the holder’s adjusted tax basis in such shares. Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction). Such gain or loss will be long-term capital gain or loss, provided that a U.S. holder’s holding period is more than one year at the time of the consummation of the merger. Certain limitations apply to the use of capital losses. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. In addition, certain non-corporate U.S. holders, including individuals, may be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of the gain recognized in connection with the merger.

Appraisal Rights. Generally, a U.S. holder of Zygo common stock who properly demands and perfects appraisal rights under Delaware law with respect to such holder’s Zygo common stock will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received in respect to such shares and the holder’s adjusted tax basis in such shares, except that a portion of the cash received may be taxable as interest.

Non-U.S. Holders

Exchange of Shares of Zygo Common Stock for Cash Pursuant to the Merger Agreement. Any gain realized on the receipt of cash in the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Payments made in exchange for shares of Zygo common stock generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 28%. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return

Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. A non-U.S. holder that provides the applicable withholding agent with an Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, will generally establish an exemption from backup withholding.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the Internal Revenue Service.

The U.S. federal income tax consequences described above are not intended to constitute tax advice nor a complete discussion of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult such stockholder’s independent tax advisor regarding the applicability of the rules discussed above and the particular tax effects to the stockholder of the merger in light of such stockholder’s particular circumstances, the application of state, local, foreign and federal non-income tax laws, and, if applicable, the tax consequences of the receipt of cash in connection with the cancellation or exchange of options or restricted stock unit awards, including the transactions described in this proxy statement relating to our other equity compensation and benefit plans.

Interests of Certain Persons in the Merger

When considering the recommendation by our board of directors that our stockholders adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our other stockholders generally. Our board of directors was aware of these interests and considered them, among other matters, in unanimously approving and declaring advisable the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and determining that entering into the merger agreement and consummating the merger, are fair to, and in the best interests of, Zygo’s stockholders, and in making its recommendation that Zygo’s stockholders adopt the merger agreement. These interests are described below.

Beneficial Ownership and Treatment of Zygo Common Stock

As of [●], 2014, the record date for the special meeting, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, approximately [   ●] shares of Zygo common stock, or approximately [   ●]% of the total Zygo common stock outstanding on that date. These numbers do not give effect to outstanding stock options and restricted stock unit awards, which are not entitled to vote at the special meeting.

Our directors and executive officers will receive the same $19.25 per share for their outstanding shares of Zygo common stock as our other stockholders. For further information with respect to the ownership of Zygo common stock of our directors and executive officers, see “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.”

Voting Agreement

On April 10, 2014, the MAK Funds, which collectively beneficially own 4,370,060 shares (approximately 23.1%) of the outstanding Zygo common stock, and Gary K. Willis, Zygo’s Chief Executive Officer who is the record holder of 101,646 shares (less than 1%) of the outstanding Zygo common stock, entered into a voting agreement with Zygo and AMETEK with respect to the merger in which each of them granted an irrevocable proxy to specified officers of AMETEK and generally agreed to vote, in their capacities as stockholders of Zygo, all of their shares of Zygo common stock in favor of the merger and against any alternative transactions. The MAK Funds are affiliated with Michael A. Kaufman, the Chairman of the Board of Zygo. The voting agreement generally prohibits the supporting stockholders from transferring their shares of Zygo common stock, other than to their affiliates who agree to become bound by the voting agreement, until the earliest of (i) approval of the merger by Zygo’s stockholders, (ii) termination of the merger agreement in accordance with its terms or (iii) termination of the voting agreement by mutual written agreement of the parties thereto. Each supporting stockholder that is a director or officer of Zygo is obligated under the voting agreement solely in his capacity as a holder of Zygo common stock and undertakes no obligation under the voting agreement in his capacity as an officer or director of Zygo.

Treatment of Outstanding Equity Awards

Stock Options

The merger agreement provides that, immediately prior to the effective time of the merger, any outstanding option to acquire shares of Zygo common stock that has not previously expired or been exercised (whether or not previously vested) will be cancelled in exchange for the right to receive an amount in cash from the surviving corporation equal to the product of (i) the total number of shares of Zygo common stock subject to such option immediately prior to the effective time of the merger multiplied by (ii) the excess, if any, of the merger consideration of $19.25 per share of Zygo common stock over the exercise price per share of Zygo common stock underlying such option, less any applicable withholding taxes. Notwithstanding the foregoing, if the exercise price per share of Zygo common stock of any such option is equal to or greater than the merger consideration of $19.25 per share of Zygo common stock, such option will be canceled and terminated without any payment or other consideration being made in respect of such cancellation.

Restricted Stock Unit Awards

The merger agreement also provides that, immediately prior to the effective time of the merger, each outstanding restricted stock unit award granted with respect to shares of Zygo common stock will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the merger consideration of $19.25 per share of Zygo common stock multiplied by (ii) the total number of shares of Zygo common stock then subject to such restricted stock unit award (treating any performance-based vesting condition as having been attained at the target (100%) level of achievement under the applicable award agreement), less any applicable withholding taxes.

Summary Table

The following table shows, for each executive officer and each director, as applicable, (i) the number of shares of Zygo common stock subject to vested and unvested options held by him or her; (ii) the cash consideration that he or she will receive for such options upon completion of the merger; (iii) the number of shares of Zygo common stock subject to restricted stock unit award (treating any performance-based vesting condition as having been attained at the target (100%) level of achievement under the applicable award agreement) held by him or her; (iv) the cash consideration that he or she will receive for such restricted stock unit awards upon completion of the merger; and (v) the total cash consideration he or she will receive for all outstanding equity awards upon completion of the merger, in each case as of an assumed merger closing date of June 30, 2014, based on applicable holdings on the date hereof and assuming continued employment or service through the assumed merger closing date (assuming no new grants will be made after the date hereof).

stock. The value of each stock option to purchase shares of Zygo common stock is calculated as (a) the merger consideration of $19.25 per share of Zygo common stock minus the exercise price of the stock option multiplied by (b) the number of shares of Zygo common stock subject to the stock option (except for stock options the exercise price of which is greater than $19.25 per share, which have no cash-out value).

Executive Transition Agreements

Effective August 29, 2012, Zygo entered into executive transition agreements with certain executive officers, including John M. Stack, President, Optical Systems Division; John P. Jordan, Chief Financial Officer and Treasurer; William H. Bacon, Vice President—Quality & Support Services; John A. Tomich, Vice President, Secretary & General Counsel; and Michael Vehlies, Corporate Controller of Zygo. Zygo also entered into an executive transition agreement with Anthony Allan, Chief Operating Officer, in February 2013, upon the commencement of his employment by Zygo. The executive transition agreements provide severance payments and benefits to a covered executive whose employment is terminated in a “qualifying termination” (described below) within one year after a “change in control.” A “qualifying termination” is a termination of employment by the acquiring or successor company without “cause” (as defined in the agreements) or by the executive for “good reason” (as defined in the agreements). If consummated, the proposed merger transaction would be a “change in control” within the meaning of the executive transition agreements. The executive transition agreements with Messrs. Allan, Stack and Jordan were amended on April 10, 2014 to provide additional severance protection (increasing the severance multiple from one to two, as described below) and a tax reimbursement arrangement. The amendments to the executive transition agreements were discussed with AMETEK prior to their execution and entered into with the concurrence of AMETEK.

As amended, the executive transition agreements provide the following severance payments and benefits in the event of a qualifying termination of employment within one year after the merger: (i) pro rata bonus for the year of termination, based upon the executive’s target bonus opportunity for that year and the number of days elapsed from the beginning of the year to the executive’s employment termination date, payable in a lump sum; (ii) cash severance equal to the applicable severance multiple (two in the cases of Messrs. Allan, Stack and Jordan, and one for the other covered executive officers) times the sum of the executive’s annual salary rate plus the executive’s target bonus opportunity for the year in which the executive’s employment is terminated, payable as a lump sum; and (iii) up to one year of continuing group health plan coverage on substantially the same subsidized basis as that provided to active employees. No severance will be payable if a covered executive’s employment is not terminated during the first year after the merger or if the executive’s employment is terminated during the first year in a non-qualifying termination.

The amended executive transition agreements with Messrs. Allan, Stack and Jordan also provide that, if the executive is subject to the 20% excise tax under Section 4999 of the Internal Revenue Code (relating to so-called excess parachute payments described in Section 280G of the Code), the acquiring or surviving company will pay additional cash compensation to the executive in order to place the executive in the same after-tax position as would have been the case if no excise tax was imposed. No such tax reimbursements are expected to become payable to Messrs. Stack and Jordan if their employment is not involuntarily terminated within one year after the merger (since no severance would then be payable to them, resulting in their being below the applicable dollar threshold and therefore not subject to the 20% excise tax).

The amount, if any, payable to a named executive officer pursuant to the executive transition agreements will be reduced by the amount, if any, of the severance payments that may be payable to such named executive under his employment agreement (which also provide for certain severance benefits on certain qualifying terminations regardless of the merger), in order to avoid duplication. The executives’ rights to receive payments under the executive transition agreements may be conditioned upon the delivery of a general release of claims.

See “Proposal 3: Advisory Vote Regarding Merger-Related Executive Compensation” for additional discussion and quantification of the

payments and benefits to which Messrs. Allan, Stack and Jordan would be entitled under their respective executive transition agreements, as amended, upon a qualifying termination of employment within one year after the merger.

Incentive and Retention Agreements

On April 10, 2014, Zygo entered into incentive and retention agreements with each of Messrs. Allan, Stack, Jordan, Bacon, Tomich and Vehlies. The incentive and retention agreements provide for the payment of incentive compensation if the covered executive’s employment continues for at least one year following the merger or the executive’s employment is “involuntarily terminated” (as described below) during such one-year period. For this purpose, an executive’s employment is deemed to be involuntarily terminated if the executive’s employment is terminated (i) due to the executive’s death or “disability,” (ii) by the acquiring or successor company without “cause,” or (iii) by the executive for “good reason” (as such quoted terms are defined in the agreement). The amount of the potential incentive payments that may be earned is $750,000 by Mr. Allan, $300,000 by each of Messrs. Stack and Jordan, and $200,000 by each of Messrs. Bacon, Tomich and Vehlies. An executive’s right to receive an incentive and retention bonus is conditioned upon the executive’s delivery of a general release of claims. The incentive and retention agreements were discussed with AMETEK prior to their execution and entered into with the concurrence of AMETEK.

See “Proposal 3: Advisory Vote Regarding Merger-Related Executive Compensation” for additional discussion and quantification of the potential incentive and retention bonuses that may be earned by Messrs. Allan, Stack and Jordan under the incentive and retention agreements.

Indemnification and Insurance

All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger existing in favor of the current or former directors or officers of Zygo or any of its subsidiaries and each of their respective employees who serves as a fiduciary of a Zygo benefit plan as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of Zygo or any of its subsidiaries, in each case as in effect on the date of the merger agreement, will continue in full force and effect in accordance with their terms.

For no less than six years following the effective time of the merger, the surviving company will, and AMETEK will cause the surviving company to, maintain in effect the provisions in its certificate of incorporation and by-laws to the extent they provide for indemnification, advancement of expenses and exculpation of each indemnified party described above, with respect to facts or circumstances occurring at or prior to the effective time of the merger, on the same basis as set forth in the Zygo charter and Zygo by-laws in effect on the date of the merger agreement, to the fullest extent permitted from time to time under applicable law, which provisions may not be amended in any manner that would adversely affect the rights thereunder for any individuals immediately before the effective time who were current or former directors, officers or employees of Zygo or its subsidiaries.

AMETEK and the surviving corporation have agreed to reasonably cooperate with the indemnitees in the defense of any proceeding and to provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested by an indemnitee. AMETEK has agreed not to settle or compromise or consent to the entry of judgment or otherwise seek termination with respect to any proceeding unless such settlement, compromise, consent or termination provides for no obligation or admission of wrongdoing on the part of any indemnitee (other than the payment of money, which payment will be satisfied in full by AMETEK) and includes an unconditional release of all of the indemnitees covered by the proceeding from all liability arising out of such proceeding.

For a period of six years after the effective time of the merger, the surviving company will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Zygo and its subsidiaries, or provide comparable coverages with respect to matters arising on or before the effective time either through Zygo’s existing insurance provider or another provider reasonably selected by AMETEK, provided that Parent shall not be required to pay annual premiums in excess of 200% of the

last annual premium paid by Zygo prior to the date of the merger agreement in respect of such coverage, but in such case shall purchase as much coverage as reasonably practicable for such amount. In lieu of such insurance, prior to the closing date of the merger, at AMETEK’s request, Zygo shall purchase “tail” insurance coverage, at a cost no greater than the aggregate amount which AMETEK would be permitted to spend during the six–year period provided for above, that provides coverage not materially less favorable than the coverage described above. In the event Zygo purchases such tail policy coverage, the obligations of the surviving company set forth in this paragraph shall cease.

In the event that AMETEK or the surviving corporation consolidates with or merges into another entity and is not the continuing or surviving entity of such consolidation or merger or transfers substantially all of its assets to any entity, then proper provision must be made so that the successors and assigns of AMETEK and the surviving corporation will assume all of the indemnification and insurance obligations described above.

Governmental and Regulatory Approvals

Under the HSR Act, and the rules promulgated thereunder by the FTC, the merger may not be completed until notification and report forms have been filed with the FTC and the Antitrust Division of the DOJ, and the applicable waiting period has expired or been terminated. Zygo and AMETEK filed the notification and report forms under the HSR Act with the FTC and the DOJ on April 18, 2014, which triggered an initial 30-day waiting period. The DOJ, the FTC, state Attorneys General or private parties may also challenge the merger on antitrust grounds either before or after the transaction has closed. Accordingly, while the parties believe that the transaction complies with the applicable antitrust laws, it is possible that at any time before or after expiration or termination of the HSR Act waiting period or even after the completion of the merger, any of the DOJ, the FTC, state Attorneys General or private parties could take action under the antitrust laws as deemed necessary or desirable in the public or other interest, including without limitation seeking to enjoin the completion of the merger or permitting completion subject to regulatory concessions or conditions.

At any time before or after consummation of the merger, notwithstanding expiration or early termination of the waiting period under the HSR Act, the DOJ, the FTC or state regulators could take such action under the applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger or seeking divestiture of substantial assets of Zygo or AMETEK. In order to obtain antitrust clearance, in no event will AMETEK or any of its subsidiaries or affiliates be required to agree to (nor shall Zygo any of its subsidiaries agree unless AMETEK so directs them (and they will, if AMETEK so directs, agree, so long as such agreements are conditioned upon the closing)), to (i) divest, license, hold separate or otherwise dispose of, or allow a third party to utilize, any portion of its or their respective businesses, assets or contracts or (ii) otherwise take any other action that may be required or requested by any governmental authority in connection with obtaining the consents, authorizations, orders or approvals contemplated by the merger agreement that would have an adverse impact, in any material respect, on the business of AMETEK, Zygo or any of their respective subsidiaries or affiliates (including the surviving corporation). See the section of this proxy statement entitled “The Merger Agreement — Regulatory Matters” . Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

In addition to those approvals required pursuant to the HSR Act, and the rules promulgated thereunder, the parties have agreed to obtain certain other approvals under non-U.S. antitrust laws as a condition to the closing of the merger. Under the merger control rules of certain jurisdictions outside the United States where the parties conduct business, filings will be required and it may be necessary to observe waiting periods and/or obtain approvals prior to the completion of the merger. The period for review of the merger will vary from jurisdiction to jurisdiction and may be affected by a variety of factors.

The term “antitrust laws” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act and all other applicable laws issued by a governmental authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

We cannot assure you that an antitrust or other regulatory challenge to the merger will not be made, or if made,

will be successfully disposed of to enable the completion of the merger.

Delisting and Deregistration of Zygo Common Stock

If the merger is completed, Zygo common stock will no longer be traded on the NASDAQ Global Select Market and will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports with the SEC in respect of Zygo common stock.

Litigation Related to the Merger

On or about April 17, 2014, a putative class action complaint challenging the merger was filed in the Court of Chancery in the State of Delaware, captioned Salafia v. Zygo Corp. , C.A. No. 9551-VCN. The complaint was filed on behalf of the public stockholders of Zygo and names as defendants Zygo, the members of its board of directors, a former director, AMETEK and Merger Sub. The complaint generally alleges that Zygo’s directors breached their fiduciary duties to Zygo’s stockholders by agreeing to sell Zygo for inadequate and unfair consideration and pursuant to an inadequate and unfair process, and that Zygo, AMETEK and Merger Sub aided and abetted those alleged breaches. The complaint seeks, among other things, a court order to enjoin the merger. The defendants have not yet responded to the complaint, but believe that the claims asserted against them are without merit.

On or about April 21, 2014, a putative class action complaint challenging the merger was filed in the Court of Chancery in the State of Delaware, captioned Gordon v. Zygo Corporation , Case No. 9561. The complaint was filed on behalf of Natalie Gordon, on behalf of herself and other similarly situated public stockholders of Zygo, and names as defendants Zygo, the members of its board of directors, a former director, AMETEK and Merger Sub. The complaint generally alleges that the merger undervalues Zygo and was the result of an unfair sales process, and that Zygo’s directors breached their fiduciary duties to Zygo’s stockholders. Additionally, the complaint alleges that the defendants agreed to unreasonable deal-protection devices that discouraged potential bidders. The complaint seeks, among other things, to enjoin the merger. The defendants have not yet responded to the complaint, but believe that the claims asserted against them are without merit.

By order dated April 29, 2014, the Court of Chancery consolidated the Salafia and Gordon actions under the caption In re Zygo Corp. Shareholder Litigation , Cons. C.A. 9551-VCN.

THE MERGER AGREEMENT

The following describes certain material provisions of the merger agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference herein. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Zygo encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger because it is the principal document governing the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Zygo contained in this proxy statement or in Zygo’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Zygo contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Zygo were qualified and subject to important limitations agreed to by Zygo in connection with negotiating the terms of the merger agreement and may be subject to a contractual standard of materiality which may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement.

The Merger

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time of the merger, Merger Sub, a wholly owned subsidiary of AMETEK and a party to the merger agreement, will merge with and into Zygo. Zygo will survive the merger as a direct wholly owned subsidiary of AMETEK (following the merger, Zygo is referred to in this proxy statement as the surviving company) and the separate corporate existence of Merger Sub will cease.

Effective Time; Closing

The effective time of the merger will occur at the time the parties file a certificate of merger with the Secretary of State of the State of Delaware on the closing date of the merger or such later time as agreed to by AMETEK and Zygo and specified in the certificate of merger.

Unless Zygo and AMETEK agree otherwise, the closing of the merger will occur on the second business day after the conditions to the merger set forth in the merger agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at such time).

Merger Consideration

Zygo Common Stock

The merger agreement provides that each share of Zygo common stock outstanding immediately prior to the effective time of the merger (other than shares of Zygo common stock owned by Zygo as treasury stock or owned by AMETEK, Merger Sub or any of their respective subsidiaries or shares of Zygo common stock the holders of which have properly demanded and perfected their appraisal rights under Delaware law) will be cancelled and converted into the right to receive $19.25 in cash, without interest thereon, and less any applicable withholding taxes.

The merger agreement provides that each share of Zygo common stock held by Zygo as treasury stock and each share of Zygo common stock owned by AMETEK, Merger Sub or any of their respective subsidiaries will be cancelled and no consideration will be delivered in exchange therefor. Shares of Zygo common stock held by a stockholder who has not voted in favor of the merger and is entitled to demand and has properly demanded his

appraisal rights will not be converted into the right to receive the merger consideration. Such stockholder will instead be entitled to the appraisal rights provided under the DGCL as described under “Appraisal Rights.”

Each issued and outstanding share of capital stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01, of the surviving company.

Surrender and Payment

Exchange Agent

Prior to the effective time of the merger, AMETEK shall designate a bank or trust company acceptable to Zygo to act as the exchange agent for the purpose of exchanging shares of Zygo common stock for the merger consideration. AMETEK shall deposit the aggregate merger consideration with the exchange agent to be invested in short-term direct obligations of the United States or their equivalents. Within five business days following the effective time of the merger, the exchange agent will deliver to each Zygo common stockholder (i) a letter of transmittal, and (ii) instructions for effecting the surrender of stock certificates in exchange for the merger consideration.

Withholding

Zygo, AMETEK, the surviving company, the exchange agent or other applicable withholding agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement such amounts as are required to be deducted and withheld with respect to the making of any such payment under applicable tax law. Amounts withheld and timely paid to the appropriate governmental entity will be treated for purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

Unexchanged Shares

No cash payment with respect to the merger consideration will be paid to the holder of any unsurrendered certificate (or shares of Zygo common stock held in book entry form) until the surrender of such certificate (or shares of Zygo common stock held in book entry form).

Termination of Fund

At any time following the first anniversary of the effective time of the merger, the surviving corporation shall be entitled to require the exchange agent to deliver all remaining funds to the surviving corporation. Thereafter, any person entitled to receive payment shall be entitled to only look to the surviving corporation. Any amounts remaining unclaimed shall become the property of the surviving corporation.

Treatment of Zygo Stock Options, Restricted Stock Unit Awards and Employee Stock Purchase Plan

Zygo Stock Options

The merger agreement provides that, immediately prior to the effective time of the merger, any outstanding option to acquire shares of Zygo common stock that has not previously expired or been exercised (whether or not previously vested) will be cancelled in exchange for the right to receive an amount in cash from the surviving corporation equal to the product of (i) the total number of shares of Zygo common stock subject to such option immediately prior to the effective time of the merger multiplied by (ii) the excess, if any, of the merger consideration of $19.25 per share of Zygo common stock over the exercise price per share of Zygo common stock underlying such option, less any applicable withholding taxes. Notwithstanding the foregoing, if the exercise price per share of Zygo common stock of any such option is equal to or greater than the merger consideration of $19.25 per share of Zygo common stock, such option will be canceled and terminated without any payment or other consideration being made in respect of such cancellation.

Restricted Stock Unit Awards

The merger agreement also provides that, immediately prior to the effective time of the merger, each outstanding restricted stock unit award granted with respect to shares of Zygo common stock will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the merger consideration of $19.25 per

share of Zygo common stock multiplied by (ii) the total number of shares of Zygo common stock then subject to such restricted stock unit award (treating any performance-based vesting condition as having been attained at the target (100%) level of achievement under the applicable award agreement), less any applicable withholding taxes.

Employee Stock Purchase Plan

The merger agreement requires Zygo to take all actions necessary to terminate its Employee Stock Purchase Plan, which we have done. As a result, no further purchases of our stock will be made pursuant to the ESPP and the amount of the accumulated unused contributions of the participating employees will be refunded to them.

Adjustments

If at any time after the date of the merger agreement but before the closing date of the merger there is any change in the outstanding shares of Zygo capital stock as a result of reclassification, stock split or combination, exchange or readjustment of shares or any stock dividend, or any similar transaction, the merger consideration and other similarly dependent items shall be equitably adjusted.

Conditions to the Completion of the Merger

The obligations of AMETEK, Merger Sub and Zygo to effect the merger are subject to the satisfaction or waiver of the following conditions:

AMETEK’s and Merger Sub’s obligations to effect the merger are subject to the following additional conditions:

Zygo’s obligations to effect the merger are subject to the following additional conditions:

For purposes of the merger agreement, “material adverse effect” means, with respect to Zygo, any change, event, occurrence, development or effect (including any of the foregoing arising after the date of this the merger agreement) that, individually or in the aggregate, (a) would materially impair, delay or prevent the compliance or performance by Zygo of its obligations hereunder or the consummation of the merger and the other transactions substantially upon the terms and conditions provided for in the merger agreement, or (b) has or would have a material adverse effect on the business, results of operations or financial condition of Zygo and its subsidiaries taken as a whole; provided , however , that in the case of clause (b) only, no change, event, occurrence, development or effect, directly or indirectly, relating to, arising out of or resulting from the following, either alone or in combination, shall constitute, or be taken into account in determining whether there is or has been, a material adverse effect: (i) any condition, change, event, occurrence or effect in (A) any of the semiconductor, industrial or other industries or markets in which Zygo or its subsidiaries operate or are involved (including by way of their customer base) or (B) the United States or global economy; (ii) any enactment of, change in, or change in interpretation of any law or GAAP (or other applicable accounting standards) or governmental policy following the date of the merger agreement; (iii) general economic, regulatory, political or business conditions (or changes therein); (iv) changes, events or occurrences in financial, credit, banking or securities markets (including any disruption thereof and any decline in the price of any security or market index) or any interest rate or exchange rate changes or general financial or capital market conditions, including interest rates, or changes therein; (v) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of terrorism, armed hostilities or war; (vi) except for breaches of the noncontravention representation, the negotiation, execution, announcement or performance of the merger agreement or the announcement, pendency of or performance of the transactions, including by reason of the identity of AMETEK or any communication by AMETEK regarding the plans or intentions of AMETEK with respect to the conduct of the business of Zygo or any of its subsidiaries and including the impact of any of the foregoing on any relationships, contractual or otherwise, with customers, suppliers, distributors, collaboration partners, stockholders, lenders, employees or regulators; (vii) any action taken pursuant to and required by the terms of the merger agreement or with the express written consent or at the express written direction of AMETEK or Merger Sub (or any action not taken by Zygo or any of its subsidiaries as a result of the failure of AMETEK to consent to such action where such action (A) requires AMETEK’s consent and (B) would be taken in the ordinary course of business consistent with past practice), or any action otherwise taken by AMETEK or Merger Sub; (viii) any change in the market price, or change in trading volume, of the capital stock of Zygo (it being understood that the facts or occurrences giving rise to or contributing to such change may be taken into account in determining whether there has been or would be a material adverse effect); (ix) any failure by Zygo or its subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections, or forecasts for any period, or any changes in credit ratings and any changes in any analysts recommendations or ratings with respect to Zygo or any of its subsidiaries (it being understood that the facts or occurrences giving rise to or contributing to such failure or change may be taken into account in determining whether there has been or would be a material adverse effect); (x) any claims or litigation arising from allegations of any breach of fiduciary duty or allegations of violation of law (but not any finally adjudicated breach of fiduciary duty or violation of law itself) against Zygo, any of its subsidiaries or any of their respective officers or directors, in each case, arising out of or relating to the execution of this the merger agreement or the announcement, pendency or performance of the transactions; and (xi) the effect of incurring and paying expenses consistent in the aggregate with the estimates (and subject to the qualifications contained in such estimates) provided by Zygo to AMETEK prior to the date of this the merger agreement to Barclays and other advisors to Zygo in connection with negotiating, entering into, performing and consummating the transactions contemplated by the merger agreement, except in the case of the foregoing subclauses (i) through (v) (inclusive) to the extent those events, changes, effects, developments, state of facts, conditions, circumstances or occurrences have a greater materially disproportionate adverse effect on Zygo and its subsidiaries, taken as a whole, relative to other participants operating in the same industries in similar geographic markets in which Zygo and any of its subsidiaries operate.

For purposes of the merger agreement, “material adverse effect” means, with respect to AMETEK, a material adverse effect on AMETEK’s and Merger Sub’s ability to consummate the transactions contemplated by the merger agreement on the terms and conditions provided for therein.

Zygo Stockholders Meeting

Zygo has agreed to call a meeting of its stockholders for the purpose of adopting the merger agreement, as soon as reasonably possible after the date of the merger agreement to consider the approval of the merger. Unless the Zygo board of directors has effected an adverse recommendation change (as described in “— Non-Solicitation of Alternative Proposals” below) and otherwise subject to its fiduciary obligations, Zygo, through the Zygo board of directors, must recommend to its stockholders to approve the merger and solicit proxies in connection therewith. Zygo may delay or postpone the special meeting only if the Zygo board of directors, with consultation of outside legal counsel, reasonably determines that failure to delay or postpone the special meeting would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

In connection with the stockholders meeting, Zygo has prepared and filed this proxy statement with the SEC. AMETEK, Merger Sub and Zygo agreed to cooperate and consult with each other in the preparation of this proxy statement. Zygo agreed not file the proxy statement without providing AMETEK a reasonable opportunity to review and comment on it. Zygo also agreed to use its commercially reasonable efforts to resolve all SEC comments with respect to the proxy statement and to consult with AMETEK prior to responding to SEC comments. In addition, Zygo agreed to notify AMETEK of any comments from the SEC with respect to the proxy statement and provide copies of any written correspondence with the SEC.

Unless the merger agreement is terminated in accordance with its terms, Zygo’s obligations to hold the Zygo stockholders meeting will not be affected by the commencement, public proposal, public disclosure or communication to Zygo of any takeover proposal or by the making of any adverse recommendation change by the Zygo board of directors (each as described below under “— Non-Solicitation of Alternative Proposals” ).

Non-Solicitation of Alternative Proposals

The merger agreement contains detailed provisions prohibiting Zygo from seeking an alternative transaction to the merger. Under these “no solicitation” provisions, Zygo has agreed that, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement in accordance with its terms, Zygo shall will not, and shall not authorize its subsidiaries to, and shall not permit its or their officers, directors or representatives to, directly or indirectly:

The merger agreement requires Zygo to cease, and to cause its subsidiaries and its and their directors, officers and other representatives to terminate all discussions and negotiations with any person that may have been ongoing with respect to any takeover proposal as of the date of the merger agreement. Zygo also agreed to request the prompt return or destruction of all non-public information previously furnished to any person relating to a takeover proposal.

In the event that Zygo’s board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, that such bona fide written takeover proposal constitutes or could reasonably be expected to lead to a “superior proposal” (as described below) and that failure to take such action would reasonably be expected to constitute a breach of directors’ fiduciary duties under applicable law, then Zygo is also permitted to:

Zygo has also agreed in the merger agreement that it will promptly notify AMETEK orally and in writing after receipt by Zygo or any of its subsidiaries or any of its or their representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding any takeover proposal. Such prompt notice will include the identity of the person making the takeover proposal or other request and the material terms and conditions thereof. In addition, Zygo has agreed to keep AMETEK informed on a prompt basis as to any material modifications to the financial or the material terms and conditions of such takeover proposal (and in any event within 24 hours) of receipt thereof. Zygo shall not, and shall not authorize or permit its subsidiaries to, and shall not permit its or their representatives to, enter into any contract subsequent to the date of the merger agreement that prohibits Zygo from providing such information to AMETEK, and shall otherwise keep AMETEK reasonably informed on a timely basis of the status of any such discussions or negotiations.

For purposes of the merger agreement, the term “takeover proposal” means any bona fide inquiry, proposal, offer or other expression or indication of interest from any person (other than AMETEK or Merger Sub and any of its affiliates) relating to or that could reasonably be expected to lead to the purchase or other acquisition, in a single transaction or series of related transactions, of:

For purposes of the merger agreement, “superior proposal” means any bona fide written takeover proposal (with all references to “20%” in the definition of takeover proposal being deemed to be references to “50%”), which proposal was not a result of a material breach by Zygo of the “no solicitation” provisions of the merger agreement, that the Zygo board of directors (or any committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel):

Change of Recommendation

The merger agreement provides that the Zygo board of directors will not effect an adverse recommendation change or authorize Zygo or any of its subsidiaries to enter into any letter of intent, merger, acquisition or similar agreement that is intended or could reasonably be expected to result in, any takeover proposal (other than an acceptable confidentiality agreement), except in the limited circumstances described below. For purposes of the merger agreement, an “adverse recommendation change” would occur if the Zygo board of directors were to do any of the following:

At any time prior to the Zygo stockholders meeting, provided Zygo shall not have breached in any material respect its obligations under the “no solicitation” provisions of the merger agreement, the Zygo board of directors may:

if it determines in good faith, after consultation with Zygo’s outside legal counsel, that not taking such action would reasonably be expected to constitute a breach of the fiduciary duties of the Zygo board of directors under applicable law, (a) effect an adverse recommendation change or (b) only in the case of the second bullet above, approve or recommend such superior proposal and/or terminate the merger agreement pursuant to the terms thereof to enter into a definitive agreement with respect to such superior proposal, provided Zygo pays the applicable termination fee to AMETEK at or concurrently with, and as a condition to, such termination. Zygo shall not take any of the foregoing actions if it has breached the non-solicitation provisions of the merger agreement. In addition, Zygo may only take such actions if:

Zygo agrees not to waive or fail to enforce any standstill provision of any confidentiality or standstill agreement to which it or any of its subsidiaries is a party relating to a potential or actual takeover proposal, in each case unless the Zygo board of directors determines in good faith that failing to do so would reasonably be expected to constitute a breach of fiduciary duties to Zygo. For purposes of the merger agreement with respect to Zygo, an “intervening event” means any material development or change in circumstances that is not related to a takeover proposal, to the extent such material development or change in circumstances occurs or arises after the date of the merger agreement but prior to obtaining the Zygo stockholder approval and was neither known to, nor reasonably foreseeable by, Zygo or any of its subsidiaries or any of its or their representatives as of the date of the merger agreement (or if known, the magnitude or material consequences of which were not known to or reasonably foreseeable by the Zygo board of directors as of the date of the merger agreement); provided , however , that (i) changes in the market price or trading volume of Zygo common stock or the fact that Zygo meets or exceeds internal or published projections, forecasts or revenue or earnings predictions for any period shall not constitute an intervening event (it being understood that the facts or occurrences giving rise to or contributing to such change or fact may be taken into account in determining whether there has been an intervening event) and (ii) the results of the introduction of new or modified products or the results of sales or marketing initiatives (including any increase in sales as a result thereof whether to new or existing customers) are reasonably foreseeable and shall not be considered a material development or change in circumstances.

The merger agreement permits Zygo or its board of directors to comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to a takeover proposal or to make other disclosures to the stockholders of Zygo if the Zygo board of directors (after consultation with outside legal counsel) concludes that the failure to do so would reasonably be likely to be inconsistent with its fiduciary duties under applicable law, provided, that any adverse recommendation change may only be made in accordance with the merger agreement. Any disclosure of a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or an express rejection of any applicable takeover proposal together with an express reaffirmation of the recommendation of the Zygo board of directors that Zygo’s stockholders adopt the merger agreement, shall be deemed to be an adverse recommendation change.

Reasonable Best Efforts Covenant

Zygo, AMETEK and Merger Sub have agreed to use their reasonable best efforts to take (or cause to be taken) all actions and use their reasonable best efforts to do, or cause to be done, all things necessary or advisable to consummate the merger, including using reasonable best efforts to:

Termination

Zygo and AMETEK may terminate the merger agreement at any time before the effective time of the merger under the following circumstances:

In addition, Zygo may terminate the merger agreement under the following circumstances:

In addition, AMETEK may terminate the merger agreement under the following circumstances:

In some cases, termination of the merger agreement may require Zygo to pay a termination fee to AMETEK or AMETEK to pay a reverse termination fee to Zygo, in each case, as described below under “— Termination Fees and Reimbursement of Expenses.”

Except as set forth above, whether or not the merger is consummated, all fees and expenses incurred in connection with the merger, the merger agreement and the other transactions contemplated by the merger agreement will be paid by the party incurring or required under the merger agreement to incur such fees or expenses.

In the event of a termination of the merger agreement, written notice shall be given to the other parties specifying the reason for such termination and the merger agreement shall become null and void except for certain provisions that survive the termination, and there shall be no liability for any of the parties unless the liability arises from (i) a material and intentional breach of the party’s obligations under the merger agreement, (ii) fraud or willful misconduct, or (iii) material and intentional breach of the party’s representations or warranties.

Termination Fee and Reimbursement of Expenses

Zygo Termination Fee

The merger agreement requires Zygo to pay a termination fee of $8.6 million to AMETEK in each of the following circumstances:

The termination fee shall be the sole and exclusive remedy available to AMETEK and Merger Sub with respect to the merger agreement, except for specific performance and liability that arises from (i) a material and intentional breach of the party’s obligations under the merger agreement, (ii) fraud or willful misconduct, or (iii) material and intentional breach of the party’s representations or warranties. The termination fee, if paid, shall be credited against any damages recovered by Zygo arising from a breach by AMETEK.

If Zygo fails to pay the termination fee when due, Zygo will also be required to pay any costs and expenses (including attorneys’ fees) incurred by AMETEK in connection with any legal action taken in order to obtain such payment, together with interest on the amount due.

Reimbursement of Expenses

If the merger agreement is terminated because of failure to obtain Zygo stockholder approval, then Zygo shall reimburse AMETEK for all documented out-of-pocket expenses, fees and costs relating to the merger actually incurred prior to termination, not to exceed $3 million in the aggregate, within ten business days after demand. However, Zygo shall not be required to pay such expenses on more than one occasion.

Conduct of Business Pending the Merger

Under the merger agreement, Zygo has undertaken certain covenants that place restrictions on it and its respective subsidiaries from the date of the merger agreement until the earlier of the termination of the merger agreement in accordance with its terms or the effective time of the merger, unless AMETEK gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed). In general, Zygo has agreed to, and has agreed to cause its subsidiaries to conduct its business in all material respects in the ordinary course consistent with past practice and use commercially reasonable efforts to: (i) preserve intact its present business organization, (ii) maintain in effect all necessary foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it and with governmental authorities having jurisdiction over matters related to its business. In addition, without limiting the requirements described above, unless the other party consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Zygo has agreed to certain restrictions limiting its and its subsidiaries’ ability to, among other things:

From the date of the merger agreement until the earlier of the closing date of the merger or termination of the merger agreement, Zygo and AMETEK shall not, and shall not permit any of their respective subsidiaries to, take any action that would reasonably be expected to prevent, materially delay or materially impede the consummation of the merger.

Litigation Related to the Merger

The merger agreement requires Zygo and AMETEK to keep the other parties reasonably informed and cooperate with respect to the status of any litigation involving or affecting the merger agreement, the merger or any other transaction contemplated by the merger agreement that is brought or threatened against any party and/or the members of the board of directors, officers or employees of any party; provided, however, that Zygo and AMETEK shall not be required to provide any information that may result in waiver of any attorney/client or similar privilege. Each party shall use commercially reasonable efforts to prevail in such litigation as to permit the consummation of the merger, provided that Zygo will give AMETEK the right to consult on the settlement with respect to such litigation and no such settlement will be agreed to without AMETEK’s prior written consent (which will not be unreasonably withheld, delayed or conditioned).

Public Announcements

Subject to certain exceptions, AMETEK and Zygo have agreed to consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the merger, and each of AMETEK and Zygo has agreed not to issue any press release or make any such public statement without the other party’s consultation.

Additional Covenants

The merger agreement also contains additional agreements relating to, among other things, access to information, confidentiality, notification of certain matters, Section 16(a) of the Exchange Act, no control over other party’s business, takeover laws, and stock exchange delisting and deregistration.

Governance of the Surviving Company

The merger agreement provides that the directors of Merger Sub immediately prior to the effective time of the merger will become, at the effective time of the merger, the directors and officers of the surviving company until the

earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. At the effective time of the merger, AMETEK will specify the officers of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. At the effective time of the merger, the Zygo certificate of incorporation and the Zygo by-laws will be amended in the merger to be the same as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the merger, except that in each case the name of the surviving company will be provided by AMETEK in writing no less than two business days prior to the effective time and, as so amended, will be the certificate of incorporation and by-laws of the surviving company until thereafter amended.

Employee Matters

The merger agreement provides that for one year following the effective time, AMETEK and the surviving corporation will, or will cause its subsidiaries to, provide each person who is an employee of Zygo or any of its subsidiaries immediately prior to the effective time and who remains in the employment of AMETEK or any of its subsidiaries following the effective time of the merger (such employee is referred to in this proxy statement as a continuing employee) with base salary, base wages, commissions, annual cash incentive compensation opportunities, 401(k) plan and other health and welfare benefits that are no less favorable in the aggregate than what is provided or made available to such employees prior to the effective time.

In addition, AMETEK and the surviving corporation shall provide (or cause to be provided) to each continuing employee whose employment terminates within one year following the effective time of the merger with severance benefits at levels and on terms no less favorable than such continuing employee would have been entitled to pursuant to Zygo’s severance policies as disclosed by Zygo to AMETEK.

AMETEK will, or will cause its subsidiaries to, credit continuing employees for service earned on and prior to the effective time of the merger with Zygo and its affiliates, or any of their respective predecessors, to the extent such service was credited by Zygo or its subsidiaries under the corresponding Zygo benefit plan prior to the closing of the merger (but excluding any retiree healthcare plans or programs, equity compensation or defined benefit pension plans), in addition to service earned with AMETEK and its subsidiaries on or after the closing date of the merger, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any AMETEK defined benefit pension plan or (ii) benefit accrual purposes, except for seniority for severance or vacation, if applicable); provided that such service credit does not result in a duplication of benefits.

AMETEK will, and will cause each of its subsidiaries to, use commercially reasonable efforts to waive limitations on benefits relating to any pre-existing conditions of continuing U.S. employees and their dependents under AMETEK’s or its subsidiaries’ plans (to the extent such limitations were waived under a corresponding Zygo benefit plan prior to the closing of the merger).

In addition, if requested by AMETEK at least 10 days prior to the effective time of the merger, Zygo will terminate its 401(k) plan.

On or before the effective time of the merger, Zygo shall provide a list of all employees who have experienced, or will experience, an “employment loss” or “layoff” as defined in the WARN Act at any time during the 90 days prior to the effective time of the merger. During such 90 days, Zygo shall not, without complying with the notice and other requirements of the WARN Act, effectuate (i) a “plant closing” affecting any site of employment or (ii) a “mass layoff” at any site of employment.

Representations and Warranties

The merger agreement contains representations and warranties by Zygo, AMETEK and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure schedules delivered by AMETEK and Zygo in connection with the merger agreement.

These representations and warranties relate to, among other things:

Additional representations and warranties made only by Zygo relate to, among other things, capital structure, SEC documents, undisclosed liabilities, absence of certain changes or events, compliance with laws, tax matters, benefits matters and ERISA compliance, environmental matters, intellectual property, absence of rights agreement, real and personal properties and assets, material contracts, employee and labor matters, insurance, interested party transactions, opinion of its financial advisor and stockholder approval.

Additional representations and warranties made only by AMETEK and Merger Sub relate to, among other things, ownership of Merger Sub and financing for the merger.

The representations and warranties in the merger agreement of each of Zygo, AMETEK and Merger Sub will not survive the consummation of the merger or the termination of the merger agreement pursuant to its terms.

Waiver

At any time prior to the effective time of the merger, the parties may, subject to applicable law, (i) waive any inaccuracies in the representations and warranties contained in the merger agreement or any document delivered pursuant to the merger agreement, (ii) extend the time for the performance of any obligations of the other parties, or (iii) waive compliance with any of the covenants or conditions contained in the merger agreement. No failure or delay by the parties in exercising any right of waiver shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise of any right. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party.

Amendment

The merger agreement may be amended by written agreement of the parties at any time before or after the merger is approved by Zygo’s stockholders; provided, however, that after the merger has been approved by Zygo’s stockholders, there shall be made no amendment which by applicable law would require further approval by Zygo’s stockholders without the further approval of Zygo’s stockholders.

Governing Law; Jurisdiction; Waiver of Jury Trial

The parties have agreed that the merger agreement and all causes of action arising out of or relating to the merger agreement, any of the transactions contemplated by the merger agreement or the actions of AMETEK, Merger Sub or Zygo in the negotiation, execution, or performance thereof will be governed by Delaware law. Each

party irrevocably submitted to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom sitting in New Castle County in the State of Delaware (or, if such Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware) over any dispute arising out of or relating to the merger agreement or any of the transactions contemplated thereby and each party irrevocably agreed that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties will not attempt to deny or defeat personal jurisdiction. Each of the parties agreed that a final judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party has further irrevocably and unconditionally waived any right such party may have to a trial by jury with respect to any litigation directly or indirectly arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement.

Specific Performance

If any party shall have failed to perform its obligations under the merger agreement or otherwise breached the merger agreement, then the party seeking to enforce the agreement shall be entitled (in addition to any other remedy to which it is entitled at law or in equity) to specific performance and the issuance of immediate injunctive or equitable relief without proving the inadequacy of money damages. The merger agreement further provides that the parties will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement without the requirement of posting a bond or other security.

APPRAISAL RIGHTS

Under the DGCL, you have the right to dissent from the merger and to receive payment in cash for the fair value of Zygo common stock as determined by the Delaware Court of Chancery, together with a fair rate of interest, if any, as determined by the court, in lieu of the consideration you would otherwise be entitled to pursuant to the merger agreement. These rights are known as appraisal rights. Stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures will be required.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to dissent from the merger and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL may result in a termination or waiver of your appraisal rights.

Section 262 requires that stockholders be notified that appraisal rights will be available not less than 20 days before the stockholders’ meeting to vote on the merger. A copy of Section 262 must be included with such notice. This proxy statement constitutes our notice to our stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex C to this proxy statement because failure to timely and properly comply with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

If you fail to comply with either of these conditions and the merger is completed, you will be entitled to receive the cash payment for your shares of Zygo common stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of Zygo common stock.

All demands for appraisal should be addressed to Zygo Corporation, Laurel Brook Road, Middlefield, Connecticut 06455, Attention: Secretary, and must be delivered before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares of Zygo common stock. The demand must reasonably inform us of the identity of the stockholder and the intention of the stockholder to demand appraisal of his, her or its shares.

To be effective, a demand for appraisal by a holder of Zygo common stock must be made by, or in the name of, such registered stockholder, fully and correctly, as the stockholder’s name appears on his, her or its stock certificate(s). Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to us. The beneficial holder must, in such cases, have the registered owner, such as a broker, bank or other nominee, submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary; and if the shares are owned of record by more than one person, as in a joint tenancy or

tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may seek to perfect such right of appraisal with respect to the shares held for one or more beneficial owners, while not seeking to perfect this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.

If you hold your shares of Zygo common stock in a brokerage account or in other nominee form and you wish to perfect appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Within ten days after the effective time of the merger, the surviving corporation must give written notice that the merger has become effective to each stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the merger agreement. At any time within 60 days after the effective time, any stockholder who has demanded an appraisal has the right to withdraw the demand and to accept the cash payment specified by the merger agreement for his, her or its shares of Zygo common stock. Within 120 days after the effective date of the merger, any stockholder who has complied with Section 262 will, upon written request to the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. Such written statement will be mailed to the requesting stockholder within ten days after such written request is received by the surviving corporation or within ten days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the effective time, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. We have no present obligation or intention to file such a petition or to initiate negotiations in the event there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder’s previously written demand for appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. After notice to dissenting stockholders who demanded appraisal of their shares, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided by Section 262. The Delaware Court of Chancery may require the stockholders who have demanded appraisal for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares of Zygo common stock, the Delaware Court of Chancery will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, to the stockholders entitled to receive the same, upon surrender by such holders of the certificates representing those shares.

In determining fair value, and, if applicable, a fair rate of interest, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc. , the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise

admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.”

You should be aware that the fair value of your shares as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement. You should also be aware that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a merger are not opinions as to fair value under Section 262.

Costs of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Court deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro-rata against the value of all shares entitled to appraisal. Any stockholder who had demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the terms of the merger within 60 days after the effective time of the merger, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the cash payment for shares of his, her or its Zygo common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation and must, to be effective, be made within 120 days after the effective time.

In view of the complexity of Section 262, stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.