Tokyo Electron to Acquire FSI International
August 13 2012 - 9:00AM
Business Wire
Tokyo Electron Limited (“TEL”; Headquarters: Tokyo; President
and CEO: Hiroshi Takenaka) (TSE: 8035) and FSI International, Inc.
(“FSI”; Headquarters: Chaska, Minnesota, USA; Chairman and CEO:
Donald Mitchell) (NASDAQ: FSII), announced today that they have
entered into a definitive agreement under which TEL will acquire
FSI for $6.20 per share in cash, or an aggregate equity purchase
price of approximately $252.5 million.
The purchase price represents a premium of 53.5% to the closing
price of FSI's common shares on August 10, 2012. The acquisition,
which will be completed pursuant to a cash tender offer followed by
a second step merger, has been unanimously approved by the boards
of directors of TEL and FSI. The board of directors of FSI
unanimously recommends that FSI’s shareholders tender their shares
into the tender offer. The transaction is expected to close in
calendar year 2012.
Surface preparation has increasingly become a critical
technology in semiconductor manufacturing, and TEL is focused on
improving its market position. FSI is a leading provider of
cleaning and surface preparation equipment with process
capabilities complementary to TEL’s. FSI’s innovative technologies,
combined with TEL’s expertise and strong track record as a provider
of fundamentally reliable batch and single wafer surface
preparation equipment with high productivity and outstanding low
defect performance, will enable TEL to provide an even stronger
overall product lineup. Additionally, the diverse set of tool
capabilities greatly enhances TEL’s capacity to offer value-added
solutions for the new surface preparation challenges that will
inevitably come in the future.
Hiroshi Takenaka, President and CEO of TEL, commented: “FSI has
a long history as a technology innovator in surface preparation.
They have repeatedly developed creative solutions to key challenges
in semiconductor manufacturing. I’m convinced that the acquisition
will expand TEL’s business by strengthening our ability to provide
effective solutions for the full range of current and future
customer applications, thereby increasing value to our
shareholders.”
Donald Mitchell, Chairman and CEO of FSI, added: “This
transaction represents a compelling opportunity for FSI
shareholders, employees and customers. By combining the market
position, scale and operational excellence of Tokyo Electron with
the leading edge surface preparation solutions from FSI we can
ensure that semiconductor manufacturers have access to the advanced
technology they need for success at 28 nanometers and below. We are
pleased to become part of Tokyo Electron, a premier company in the
semiconductor production equipment industry.”
Under the terms of the definitive merger agreement between TEL
and FSI, TEL, through an indirect wholly-owned subsidiary, will
commence a cash tender offer to purchase all of the outstanding
shares of FSI’s common stock for $6.20 per share. The closing of
the tender offer is subject to customary terms and conditions,
including the tender of a number of shares that constitutes at
least a majority of FSI’s outstanding shares of common stock, on a
fully diluted basis, and receipt of required regulatory approvals,
including expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The agreement also
provides for the parties to effect, subject to customary
conditions, a merger following the completion of the tender offer
that would result in all shares not tendered in the tender offer
being converted into the right to receive $6.20 per share in cash.
TEL will finance the acquisition from its existing cash
resources.
Goldman Sachs is serving as exclusive financial adviser to Tokyo
Electron in connection with the acquisition, and Jones Day is its
legal adviser. Barclays is serving as exclusive financial adviser
to FSI in connection with the acquisition, and Faegre Baker Daniels
LLP is its legal adviser.
About TELTokyo Electron Limited,
established in 1963, is a leading supplier of innovative
semiconductor and FPD production equipment worldwide. Product lines
include coater/developers, oxidation/diffusion furnaces, dry
etchers, CVD systems, surface preparation systems, gas cluster ion
beam technologies, and test systems. To support this diverse
product base, TEL has strategically located research &
development, manufacturing, sales, and service locations all over
the world. TEL is a publicly held company listed on the Tokyo Stock
Exchange. More information about TEL is available at
www.tel.com.
About FSIFSI International, Inc. is
a global supplier of surface conditioning equipment, technology and
support services for microelectronics manufacturing. Using the
company’s broad portfolio of cleaning products, which include batch
and single-wafer platforms for immersion, spray and cryogenic
aerosol technologies, customers are able to achieve their process
performance flexibility and productivity goals. The company’s
support services programs provide product and process enhancements
to extend the life of installed FSI equipment, enabling worldwide
customers to realize a higher return on their capital investment.
More information about FSI is available at www.fsi-intl.com.
Additional InformationThe tender
offer for the purchase of the issued and outstanding shares of
FSI’s common stock described in this press release has not yet
commenced, and this press release is neither an offer to purchase
nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, TEL will file a tender offer statement
on Schedule TO (including the offer to purchase, letter of
transmittal and other tender offer materials) with the U.S.
Securities and Exchange Commission (“SEC”) and FSI will file with
the SEC a solicitation/recommendation statement on Schedule 14D-9
with respect to the tender offer. Prior to making any decision
regarding the tender offer, FSI shareholders are strongly advised
to read the tender offer statement (including the offer to
purchase, letter of transmittal and other tender offer materials)
and the related solicitation/recommendation statement on Schedule
14D-9 when they become available as they will contain important
information. Once filed, FSI shareholders will be able to obtain
the tender offer statement (including the offer to purchase, letter
of transmittal and other tender offer materials) and the related
solicitation/recommendation statement at no charge on the SEC’s
website at www.sec.gov. In addition, the tender offer statement
(including the offer to purchase, letter of transmittal and other
tender offer materials) and the related solicitation/recommendation
statement (when available) may be obtained free of charge from the
information agent named in the tender offer materials or by
directing a request to FSI International, Inc., Attention: Benno
Sand, Executive Vice President, Business Development, Investor
Relations and Secretary, Telephone Number 952.448.8936.
Forward-Looking StatementsThis
press release contains forward-looking statements that are not
historical facts and are subject to risks and uncertainties that
could cause actual results to differ materially from those
described. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements.
Forward-looking statements in this press release include statements
regarding the anticipated benefits of the transaction; statements
regarding the anticipated timing of filings and approvals relating
to the transaction; statements regarding the expected timing of the
completion of the transaction; and any statements of assumptions
underlying any of the foregoing. All forward-looking statements are
based largely on current expectations and beliefs concerning future
events, approvals and transactions that are subject to substantial
risks and uncertainties. Factors that may cause or contribute to
the actual results or outcomes being different from those
contemplated by forward-looking statements include: risks and
uncertainties associated with the tender offer, including
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of FSI’s shareholders will tender
their shares in the offer, the risk that competing offers will be
made, and the possibility that various closing conditions for the
transaction may not be satisfied or waived. Other factors that may
cause FSI’s actual results to differ materially from those
expressed or implied in the forward-looking statements are
discussed in FSI’s filings with the SEC, including in its periodic
reports filed on Form 10-K and Form 10-Q with the SEC. Copies of
FSI’s filings with the SEC may be obtained at the “Investors”
section of FSI’s website at www.fsi-intl.com or on the on the SEC’s
website at www.sec.gov. These forward-looking statements speak only
as of the date of this communication and neither TEL nor FSI
assumes any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
developments or otherwise, except as required by law.
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