UTEK) and MKS Instruments ( MKSI), there are no signs that the next order cycle, or for that matter the next several cycles, will show much (if any) improvement. Granted, things have been "less bad" of late. But let's not forget that in the August quarter Applied Materials posted a 12% sequential decline in system orders, of which there was a 50% decline in the all-important foundry business, leading to a 23% year-over-year decline in net income. A case can be made that Applied Materials is beginning to lose share to nimbler rivals such as Lam Research ( LRCX), which has consistently grown both revenue and profits. To that end, Applied Materials investors who are now bidding up these shares solely on the basis on this deal don't fully understanding the risks that remain here. Not only does the company has to execute to synergize both operations, but Lam Research and Ultratech are just not going to sit idle and allow Applied Materials to sort things out. When you consider that the company just installed a new CEO in Gary Dickerson, the uncertainties begin to pile up.