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.
IMPORTANT
NOTICES
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.
CONTACT
Investor contact:
Victor Bareño
T: +31 88 100 8500
E: victor.bareno@asm.com
Media contact:
Ian Bickerton
T: +31 625 018 512
ASMI NV Announces intention to sell
partial stake of appr. 9% in ASMPT
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: ASM International NV via Globenewswire
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