Asm International N.v. · EURONEXT:ASM

Asm International — Proxy Contest (May 2017)

14 slides from Asm International's proxy contest presentation, May 2017

  1. Slide 1: ASM International NV

    ASM International NV May 2017

  2. Slide 2: Overview of Eminence Capital

    Overview of Eminence Capital ■ Eminence Capital, founded in 1999, is a global asset management firm with $6.5 billion in assets under management primarily invested in publicly traded equity securities ■ We invest with a "quality value" based framework combining bottom-up, fundamental company and ind

  3. Slide 3: "Shareholder Value Creation is Foremost"

    "Shareholder Value Creation is Foremost" “I can guarantee you that [the stake in ASMPT] is something that we monitor and review continually, simply as part of our complete strategic review of the company because, naturally, also shareholder value creation is foremost, and the PT stake is a part of t

  4. Slide 4: Pillars of Long Term Shareholder Value Creation

    Pillars of Long Term Shareholder Value Creation ■ Proper execution of the Front End business plan ■ Pursuit of strategic actions that strengthen the Front End’s competitive position ■ Effective capital allocation Eminence believes that the stake in ASMPT provides no operational benefits, clouds stra

  5. Slide 5: Execution on The Front End Business Plan

    Execution on The Front End Business Plan Retain ASMPT Stake Eminence Rebuttals § Management has stated that the stake § Front End has enough scale and provides “financial strength and financial reserves today stability” § Cash from ASMPT sale could be retained on balance sheet if necessary § Managem

  6. Slide 6: Execution on The Front End Business Plan

    Execution on The Front End Business Plan Retain ASMPT Stake Divest ASMPT Stake § Management has stated that the stake § Management incentives would be more provides “financial strength and aligned with Front End business stability” performance post separation § Management has stated that the stake §

  7. Slide 7: Pursuit of Strategic Actions That Enhance Front End Competitive Positioning

    Pursuit of Strategic Actions That Enhance Front End Competitive Positioning Retain ASMPT Stake § Management has not provided a credible argument [6]

  8. Slide 8: Pursuit of Strategic Actions That Enhance Front End Competitive Positioning

    Pursuit of Strategic Actions That Enhance Front End Competitive Positioning Divest ASMPT Stake § ASMI’s Front End business and ASMPT compete in different markets and should pursue their own independent strategic paths § Strategic combinations as a buyer will become more feasible, which has become mo

  9. Slide 9: Pursuit of Strategic Actions That Enhance Front End Competitive Positioning

    Pursuit of Strategic Actions That Enhance Front End Competitive Positioning Retain ASMPT Stake Divest ASMPT Stake § Management has not provided a credible § ASMI’s Front End business and ASMPT argument compete in different markets and should pursue their own independent strategic paths § Strategic c

  10. Slide 10: Effective Capital Allocation

    Effective Capital Allocation Retain ASMPT Stake § Management has to believe holding a ~€1.9 billion stake in ASMPT is a good use of capital, especially at the current valuation [9]

  11. Slide 11: Effective Capital Allocation

    Effective Capital Allocation Divest ASMPT Stake § Capital allocation decisions are no longer distorted by the ASMPT stake ― Stock buybacks will no longer be diluted by the simultaneous repurchase of ASMPT stock ― M&A is not hampered by an undervalued currency ― Excess capital can be deployed to enha

  12. Slide 12: Effective Capital Allocation

    Effective Capital Allocation Retain ASMPT Stake Divest ASMPT Stake § Management has to believe holding a ~€1.9 § Capital allocation decisions are no longer billion stake in ASMPT is a good use of distorted by the ASMPT stake capital, especially at the current valuation ― Stock buybacks will no longe

  13. Slide 13: Other Benefits of a Split

    Other Benefits of a Split ■ Based on comparable peer trading multiples, ASMI shareholders could see immediate upside of ~40% by selling all or a significant portion of the ASMPT stake1 ■ Shareholders will be more directly exposed to the positive secular growth of the ALD market ■ ASMI shareholders w

  14. Slide 14: Conclusions

    Conclusions ■ There are no obvious benefits to continuing to hold a significant stake in ASMPT, while subjecting ASMI shareholders to significant stock price risk ■ The ASMPT stake acts as an improper “poison pill” ■ Eminence has laid out clear strategic and financial benefits of a full divestiture

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