ASM INTERNATIONAL N.V. ANNOUNCES INTENTION TO SELL PARTIAL STAKE OF APPROXIMATELY 9% IN ASMPT
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities, nor is it calculated to invite any such offer or invitation. Neither this announcement nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to purchase or subscribe for securities in the United States or elsewhere. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Any public offering of securities to be made in the United States will only be made by means of a prospectus that may be obtained from the issuer or selling security holder and that contains detailed information about the issuer and management as well as financial statements. There is no intention to make a public offering of the securities referred to in this announcement in the United States.
Almere, The Netherlands
November 2, 2017
ASM International N.V. (Euronext Amsterdam: ASM) ("ASMI") today announces that it intends to sell a stake of 37 million shares of the total outstanding share capital in ASM Pacific Technology Ltd. ("ASMPT") through a partial secondary share placement. ASMI intends to distribute a part of the proceeds to its shareholders in the form of a tax efficient capital return.
ASMI is proposing a reduction of its stake in ASMPT through an accelerated bookbuild offering to institutional investors of 37 million shares representing a stake of approximately 9% in ASMPT which is launching now. Following the planned divestment ASMI will own approximately 25% of the shares in ASMPT.
ASMI intends to distribute a part of the proceeds to its shareholders in the form of a tax efficient capital return. A proposal thereto will be placed on the agenda of the 2018 AGM. ASMI remains committed to use excess cash for the benefit of its shareholders.
With the sale of a 9% stake in ASMPT the Management Board aims to take an important further step in creating long term value for our company next to our continuous efforts in strengthening our Front-end operations. The Management Board remains of the opinion that, at this moment, a significant stake in ASMPT is of strategic value to ASMI. With a remaining stake of approximately 25% in ASMPT the Management Board believes that this strategic value is still maintained.
Morgan Stanley & Co. International plc is acting as bookrunner for this transaction.
Once the outcome of the offering has been established, ASMI will make a further public announcement. ASMI has agreed to a 180 day lock-up period, subject to usual terms and conditions.
About ASM International
ASM International NV, headquartered in Almere, the Netherlands, its subsidiaries and participations design and manufacture equipment and materials used to produce semiconductor devices. ASM International, its subsidiaries and participations provide production solutions for wafer processing (Front-end segment) as well as for assembly & packaging and surface mount technology (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International's common stock trades on the Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI's website at www.asm.com.
Morgan Stanley is acting for the Company in relation to the transaction, will not regard any other person as a client in relation to the transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Morgan Stanley nor for providing advice to any such other person. Without prejudice to liability for fraud, Morgan Stanley and its affiliates and their respective directors, officers, employees and agents disclaims any liability to any such other person in connection with the transaction.
This announcement is for information purposes only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Hong Kong, Australia, Canada, Japan, or South Africa. Persons needing advice should consult an independent financial adviser.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Morgan Stanley or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The distribution of this announcement and the placing of the shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Morgan Stanley that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Morgan Stanley to inform themselves about, and to observe, such restrictions.
This announcement does not constitute a prospectus or an offer or invitation to purchase securities. This announcement is only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as amended by the 2010 PD Amending Directive (Directive 2010/73/EU), as and to the extent implemented in the relevant EEA member state, and any relevant implementing measure in the relevant member state.
In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is directed only at, persons (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated ("relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
This announcement does not constitute an invitation or offer to acquire, purchase or subscribe for securities, nor is it calculated to invite any such offer or invitation. Neither this announcement nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to purchase or subscribe for securities in the United States or elsewhere. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Any public offering of securities to be made in the United States will only be made by means of a prospectus that may be obtained from the issuer or selling security holder and that contains detailed information about the issuer and management as well as financial statements. There is no intention to make a public offering of the securities referred to in this announcement in the United States.
This announcement contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results, and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The terms "expect", "should be", "will be" and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations affecting the Company's intellectual property rights and internet communications; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice and neither the Company nor Morgan Stanley assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
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