Asyst Technologies Announces Receipt of Unsolicited Expression of Interest to Acquire Company

FREMONT, Calif.–(EMWNews)–Asyst Technologies, Inc. (Nasdaq:ASYT) today announced that the Company

received an unsolicited letter from Aquest Systems Corp. expressing an

interest in exploring a potential acquisition of Asyst for $6.50 in cash

per share. Consistent with its fiduciary duties, Asyst’s

Board of Directors is reviewing the expression of interest in

consultation with its financial and legal advisors.

As part of its review, the Board has requested information from Aquest

to substantiate a potential acquisition, including the availability and

sources of committed financing. In addition, the Asyst Board is seeking

to better understand the relationship disclosed in the letter between

Aquest, The Gores Group and Riley Investment Management (Riley). As

previously disclosed, Riley has notified the Company of its intention to

seek control of the Asyst Board at the Company’s

next annual meeting of shareholders in order to sell the Company in an

auction process and identified the CEO of Aquest as a potential

participant in Riley’s solicitation of proxies.

Earlier this year, the Asyst Board received an unsolicited letter from

The Gores Group expressing an interest in exploring a potential

acquisition of the Company for $6.00 per share, which Gores subsequently

reduced to between $5.00 and $6.00 per share. The Gores Group disclosed

Aquest as a participant in the potential acquisition. Following a

thorough review, the Board concluded that the acquisition contemplated

in that expression of interest by Gores and Aquest was not in the best

interests of shareholders, and the expression of interest was

subsequently withdrawn.

At this time, the Board has made no determination with regard to the

Aquest proposal or a potential sale of the Company, nor as to the price

and terms on which the Board would recommend any such transaction to

shareholders. There can be no assurance that the Board’s

review of this expression of interest from Aquest will result in any

transaction.

Merrill Lynch & Co. is acting as financial advisor and Baker & McKenzie,

LLP is acting as legal advisor to the Company.

The text of the letter from Aquest and Asyst’s

response letter of July 15 follows.

Text of Aquest letter:

July 9, 2008

Stephen S. Schwartz

President & Chief Executive Officer, Chairman of the Board

Asyst Technologies, Inc.

46897 Bayside Parkway

Fremont, CA 94538

Dear Steve,

I am writing to express Aquest’s interest in

exploring a potential acquisition of Asyst Technologies, Inc. for $6.50

in cash per share. This proposal would represent an 84% premium to Asyst’s

closing price on July 8^th, 2008 and a 151%

premium to the closing price of February 15, when there was the first

public disclosure of our interest.

As you know, Aquest is well financed by leading investors in the

industry who, along with others, have expressed interest in providing

additional financing for this potential acquisition. Over the last year,

Aquest along with The Gores Group LLC, have made repeated proposals to

you which you have rebuffed. Based on your willingness to discuss our

latest proposal, shareholders of Aquest and representatives of The Gores

Group will join an appropriate meeting.

As the founder of Asyst and CEO for over 18 years, I am especially

concerned about not affecting employee morale and customer satisfaction

associated with Asyst, globally. As such, for now, we are willing to

keep this communication confidential and to meet with you to discuss an

appropriate plan for the Asyst Board of Directors to consider our

proposal.

Finally, another expression of our serious interest is both Aquest and I

personally have made significant investments in Asyst which are being

managed by Riley Investment Management (‘RIM’).

We are pleased to hear from RIM that you have communicated your

willingness to entertain proposals for the sale of Asyst.

Aquest wants to reinitiate conversations with you directly. I will call

you to schedule a meeting as soon as possible.

Regards,

Mihir Parikh

President & CEO

Aquest Systems Corp.

683 W. Made Ave

Sunnyvale, CA. 94085

(408)-530-2501

PS: Please note that at this point this proposal is non-binding and is

subject to due diligence, negotiation of definitive transaction

documents and approval by each of our boards.

Text of Asyst response:

Via E-Mail & DHL

July 15, 2008

Mihir Parikh

President and Chief Executive Officer

Aquest Systems Corp.

683 W. Maude Avenue

Sunnyvale, California 94085

Dear Mihir:

We appreciated meeting with you this morning to discuss your July 9,

2008 letter in which you described Aquest Systems Corp.’s

interest in exploring a potential acquisition of Asyst Technologies,

Inc. for $6.50 in cash per share. The Asyst Board has not determined

whether this is an appropriate price that we could recommend to our

shareholders; however we are prepared to continue to move forward with

discussions.

As you confirmed in our meeting, Aquest itself does not have the

financial capability to fund and close a potential acquisition of this

magnitude on the indicated financial terms. We therefore request that

you furnish us in writing confirmation of the following:

			(i)		the specific party or parties in addition to Aquest that would participate in the proposed acquisition (whether as funders or as part of a buying group);
			(ii)		the proposed acquisition price is for all of the outstanding shares of Asyst on a fully-diluted basis, and includes the assumption of all debt;
			(iii)		the proposed acquisition price is an all cash offer and, as you stated this morning, is not dependent or contingent upon incremental financing (we note that Asyst’s existing debt financing contains change in control provisions); and
			(iv)		the specific financial sources and uses of funding for the potential acquisition.

Our Board of Directors is open to exploring all opportunities that will

enhance shareholder value. Accordingly, we look forward to hearing back

from you soon regarding the foregoing.

Regards,

Stephen S. Schwartz

Chair and Chief Executive Officer

About Asyst Technologies

Asyst Technologies, Inc. is a leading provider of integrated automation

solutions that enable semiconductor and flat panel display (FPD)

manufacturers to increase their manufacturing productivity and protect

their investment in materials during the manufacturing process.

Encompassing a broad range of products including automated transport and

loading systems, wafer sorters, work-in-process materials management,

equipment front-end systems, and connectivity automation software, Asyst’s

modular, interoperable solutions allow chip and FPD manufacturers, as

well as original equipment manufacturers, to select and employ the

value-assured, hands-off manufacturing capabilities that best suit their

needs. Asyst’s homepage is http://www.asyst.com.

IMPORTANT INFORMATION / SOLICITATION PARTICIPANTS LEGEND

Asyst Technologies, Inc. plans to file with the SEC and make available

to its shareholders a proxy statement and a white proxy card in

connection with its 2008 annual meeting, and advises its shareholders to

read the proxy statement relating to the 2008 annual meeting when it

becomes available, because it will contain important information.

Shareholders may obtain a free copy of the proxy statement and other

documents (when available) that Asyst files with the SEC at the SEC’s

website at www.sec.gov. The proxy

statement and these other documents may also be obtained for free from

Asyst by directing a request to Asyst Technologies, Inc., Attn: Investor

Relations, John Swenson, 46897 Bayside Parkway, Fremont, California

94538, or from Asyst at www.asyst.com.

Asyst, its directors and named executive officers may be deemed to be

participants in the solicitation of Asyst’s

shareholders in connection with its 2008 annual meeting. Shareholders

may obtain information regarding the names, affiliations and interests

of such individuals in Asyst’s proxy

statement filed with the SEC on July 27, 2007, for the 2007 annual

meeting. To the extent holdings of Asyst securities have changed since

the information set forth in that proxy statement, such changes have

been reflected on Statements of Change in Ownership on Form 4 filed with

the SEC.

Forward Looking Statements

Except for statements of historical fact, the statements in this release

are forward-looking. The forward-looking statements include statements

made or implied concerning potential future transactions and the company’s

future plans. The company assumes no obligation to update these

statements. Such statements are subject to a number of risks and

uncertainties that could cause actual results to differ materially from

the statements made. These factors include but are not limited to the

following risks: uncertainty as to whether any acquisition proposal will

result in a transaction at all or have a price or other terms beneficial

to shareholders; adverse impacts that acquisition proposals could have

on our business relationships with customers; possibility that key

employees may pursue other opportunities due to concerns as to

employment security at Asyst; adverse impacts that an unsolicited

acquisition proposal and proxy contest seeking control of our board of

directors may have on our operating expenses and our strategic and

operating initiatives; and significant costs of defense, indemnification

and liability if litigation were to arise in relation to any of the

foregoing matters. Other factors that could adversely affect our

business include risks relating to the continued acceptance of our

products and services; the value, timing, release and market acceptance

of new products; the ability to maintain or increase market share and

product pricing; our reliance on a few key customers; the ability to

reduce costs and improve product margins for our products in a

competitive marketplace; the possibility that customers may cancel or

delay planned expansion activity and thus delay or reduce related

revenue; our ability to execute on our ongoing strategic and operating

initiatives; the impact and outcome of any legal actions or proceedings;

and other factors more fully detailed in the company’s Annual Report on

Form 10-K for the year ended March 31, 2008, and other reports filed

with the Securities and Exchange Commission.

“Asyst” is a

registered trademark of Asyst Technologies, Inc. Copyright 1993-2008,

Asyst Technologies, Inc. All Rights Reserved.

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