PRESS RELEASE: ASMI: ASM International Raises EUR150 Million From Its Offering Of 6.5% Convertible Bonds Due 2014

Date : 11/03/2009 @ 8:46AM
Source : Dow Jones News
Stock : (MM) (ASMI)
Quote : 35.53  0.0 (0.00%) @ 2:05AM

PRESS RELEASE: ASMI: ASM International Raises EUR150 Million From Its Offering Of 6.5% Convertible Bonds Due 2014

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NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED 
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR 
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR 
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN 
OFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR 
SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OR ANY OTHER 
JURISDICTION. 
 
THE BONDS (AND UNDERLYING SHARES) MAY NOT BE OFFERED OR SOLD IN THE 
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION 
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ASM INTERNATIONAL 
DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE 
UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE 
UNITED STATES. 
 
 PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 
 
 
   ASM International raises EUR150 million from its offering of 6.5% 
                     convertible bonds due 2014 
 
ALMERE, The Netherlands - 3 November, 2009 - ASM International N.V. 
(NASDAQ: ASMI and Euronext Exchange in Amsterdam: ASM) ("ASM" or the 
"Company") is pleased to announce the pricing of its offering of EUR150 
million principal amount of convertible bonds (the "Bonds") due 2014 
(the "Offering"). 
 
The Company decided to exercise the increase option of EUR20 million. 
The Bonds will be convertible into new and/or existing shares of the 
Company (the "Shares") and will carry a quarterly coupon of 6.5% per 
annum and an initial conversion price of EUR17.09. 
 
ASM intends to use the proceeds of the Offering for general corporate 
purposes and to extend its debt maturity profile. In addition, the 
company intends to partially use the proceeds to buy back its 
outstanding convertible bonds due 2010 and 2011 on an ongoing basis, 
subject to the price for such repurchases being acceptable to the 
Company and in all cases, as permitted by applicable law and 
regulation. The Company is also considering additional measures to 
limit dilution to its existing shareholders from any conversions 
under the outstanding 2010 and 2011 convertible bonds. 
 
The right to convert the Bonds into shares is subject to an 
extraordinary general shareholders' meeting of the Company approving 
the grant of rights to subscribe for the full amount of common shares 
into which the Bonds may be converted in accordance with their terms, 
and to exclude the pre-emptive rights of common shareholders with 
respect to the granting of such rights.  In the event that such 
approval is not obtained then the Company may elect to redeem the 
Bonds or alternatively the Bonds will be settled at the Company's 
option with cash or shares on conversion until such time that the 
approval of common shareholders is obtained. To this end an 
extraordinary general meeting of shareholders will be called for 24 
November 2009. 
 
The Bonds will be issued and redeemed at 100% of their principal 
amount and, unless previously redeemed, converted or cancelled, will 
mature on the fifth anniversary of the issue, in 2014. The Company 
will have the option to call the Bonds after three years from 
issuance at the principal amount, together with accrued interest, if 
the market price of the shares deliverable on conversion of the Bonds 
exceeds 130% of the conversion price of the Bonds over a specified 
period. 
 
The expected date of issue and settlement and delivery for the Bonds 
is November 6, 2009. 
 
Application will be made by ASM for the Bonds to be listed and traded 
on the Luxembourg EuroMTF Market within 6 months post settlement of 
the Bonds. 
 
Morgan Stanley & Co. International plc and Rabo Securities / KBC 
Financial Products are acting as Joint Bookrunners for the Offering. 
Rabo Securities is acting pursuant to a co-operation arrangement with 
KBC Financial Products. 
 
About ASM 
ASM International N.V. is a leading supplier of semiconductor process 
equipment in both front- and back-end markets. The Company possesses 
a strong technological base, state-of-the-art manufacturing 
facilities, a competent and qualified workforce and a highly trained, 
strategically distributed support network. 
Each of ASM International's major products are qualified for 300mm 
wafer processing. This and other leading-edge process and equipment 
developments provide ASM International with a strong position in the 
market. 
 ASM International and its subsidiaries provide production solutions 
for wafer processing, assembly and packaging of semiconductor devices 
through their facilities in the United States, Europe, Japan and 
Asia. The Company is headquartered in Almere, The Netherlands. 
More information is available at www.asm.com 
 
Important Notice 
 
This is not an offer to sell,  nor a solicitation of an offer to  buy 
any  securities   and   any  discussions,   negotiations   or   other 
communications that may be entered  into, whether in connection  with 
the terms set out herein or otherwise, shall be conducted subject  to 
contract. 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  &  Co. 
International plc, Rabo  Securities  and/or   KBC Financial  Products 
(the "Banks") or by  any of their  respective officers, employees  or 
agents as to or in relation  to the accuracy or completeness of  this 
document, any offering  document, publicly  available information  on 
ASM or any other  written or oral information  made available to  any 
interested party  or  its advisers  and  any liability  therefore  is 
hereby expressly disclaimed. 
 
The offering of the Bonds will  be subject to the condition that  any 
offering of  the securities  completes and  that the  securities  are 
issued.  In particular, it should be noted that any such offering and 
formal documentation relating thereto  will be subject to  conditions 
and termination events, including those which are customary for  such 
offerings.   Any  such  offering   will  not  complete  unless   such 
conditions are fulfilled  and any  such termination  events have  not 
taken place  or  the  failure  to fulfil  such  a  condition  or  the 
occurrence of a  termination event has  been waived, if  applicable. 
The Banks reserve the  right to exercise  or refrain from  exercising 
their rights in relation to the  fulfilment or otherwise of any  such 
condition or the occurrence of  any termination event in such  manner 
as they may determine in their absolute discretion. 
 
Neither the content of  ASM's website nor  any website accessible  by 
hyperlinks on ASM's  website is  incorporated in, or  forms part  of, 
this announcement. 
 
This document is not for  distribution, directly or indirectly in  or 
into the  United States  (as defined  in Regulation  S under  the  US 
Securities Act of 1933, as amended (the "US Securities Act")).   This 
document is not an offer to  sell securities, or the solicitation  of 
any offer  to  buy  securities,  nor shall  there  be  any  offer  of 
securities in any jurisdiction in which  such offer or sale would  be 
unlawful.  The securities  mentioned in this  document have not  been 
and will not be registered under  the US Securities Act, and may  not 
be offered or sold in the United States, or to, or for the account or 
benefit of, U.S. persons,  so  absent registration or exemption  from 
registration under the  US Securities  Act. There will  be no  public 
offer of  the  securities  in  the United  States  or  in  any  other 
jurisdiction. 
 
In the United Kingdom,  this document is  being distributed only  to, 
and  is  directed   only  at,  Qualified   Investors  (i)  who   have 
professional experience in  matters relating  to investments  falling 
within Article 19(5) of the  Financial Services and Markets Act  2000 
(Financial Promotion) Order  2005, as amended  (the "Order") or  (ii) 
who fall within Article  49(2)(a) to (d) of  the Order, and (iii)  to 
whom it  may otherwise  lawfully be  communicated (all  such  persons 
together being  referred to  as "relevant  persons").  This  document 
must not be  acted on  or relied  on (i)  in the  United Kingdom,  by 
persons who are not relevant persons, and (ii) in any member state of 
the European Economic Area other than the United Kingdom, by  persons 
who are not Qualified Investors. 
 
In member states of the European Economic Area ('EEA'), this 
announcement and any offer if made subsequently is directed only at 
persons who are 'Qualified Investors' within the meaning of Article 
2(1)(e) of the Directive 2003/71/EC (the 'Prospectus Directive') 
('Qualified Investors') and pursuant to the relevant implementing 
rules and regulations adopted by each relevant member state. Any 
person in the EEA who acquires the bonds in any offer (an 'Investor') 
or to whom any offer of Bonds is made will be deemed to have 
represented and agreed that it is a 'Qualified Investor', (as defined 
above). Any investor will also be deemed to have represented and 
agreed that (i) any Bonds acquired by it in the offer have not been 
acquired on behalf of persons in the EEA other than Qualified 
Investors, or persons in the UK and other member states (where 
equivalent legislation exists) for whom the investor has authority to 
make decisions on a wholly discretionary basis and (ii) the Bonds 
have not been acquired with a view to their offer or resale in the 
EEA to persons where this would result in a requirement for 
publication by the Company or the Joint Lead Managers of a prospectus 
pursuant to Article 3 of the Prospectus Directive. The Company, the 
 
 
Joint Lead Managers and any of their respective affiliates, and 
others, will rely upon the truth and accuracy of the foregoing 
representations and agreements. 
 
 
Safe Harbor Statement under the U.S. Private Securities Litigation 
Reform Act of 1995: All matters discussed in this statement, except 
for any historical data, are forward-looking statements. 
Forward-looking statements involve risks and uncertainties that could 
cause actual results to differ materially from those in the 
forward-looking statements. These include, but are not limited to, 
economic conditions and trends in the semiconductor industry 
generally and the timing of the industry cycles specifically, 
currency fluctuations, financing and liquidity matters, the success 
of restructurings, the timing of significant orders, market 
acceptance of new products, competitive factors, litigation involving 
intellectual property, shareholder and other issues, commercial and 
economic disruption due to natural disasters, terrorist activity, 
armed conflict or political instability, epidemics and other risks 
indicated in the Company's filings from time to time with the U.S. 
Securities and Exchange Commission, including, but not limited to, 
the Company's reports on Form 20-F and Form 6-K. The Company assumes 
no obligation nor intends to update or revise any forward-looking 
statements to reflect future developments or circumstances. 
 
Investor Contacts: 
Erik Kamerbeek 
Tel: +31 88 100 8500 
 
Mary Jo Dieckhaus 
Tel: +1 212 986 2900 
 
Media Contact: 
Ian Bickerton 
Tel: +31 20 6855 955 
Mobile: +31 625 018 512 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 
http://hugin.info/132090/R/1352285/327079.pdf 
http://www.asm.com 
Copyright © Hugin AS 2009. All rights reserved. 
 
 
 

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