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
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
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 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
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
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
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.
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
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
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 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
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.
Tel: +31 88 100 8500
Mary Jo Dieckhaus
Tel: +1 212 986 2900
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.
Copyright © Hugin AS 2009. All rights reserved.