Asm International N.v. · EURONEXT:ASM
Asm International — Shareholder Meeting (May 2013)
11 slides from Asm International's shareholder meeting presentation, May 16, 2013
Slide 1: Study to Investigate the Non-Recognition of the Value of the Combined Businesses
STUDY TO INVESTIGATE THE NON-RECOGNITION OF THE VALUE OF THE COMBINED BUSINESSES Chuck del Prado, President & CEO May 16 2013 Confidential and Proprietary ASMI Annual Meeting of Information Shareholders May 16 2013 Confidential and Proprietary Information
Slide 2: Safe Harbor Statements
SAFE HARBOR STATEMENTS Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: All matters discussed in this business and strategy update, except for any historical data, are forward-looking statements. Forward-looking statements involve risks and uncertainties that co
Slide 3: Process Overview
PROCESS OVERVIEW › Following the AGM in May 2012, ASMI, assisted by HSBC and Morgan Stanley as its financial advisers, carried out a study to investigate the causes of the non-recognition by the markets of the value of the combined businesses (Front-end and Back-end) and to analyse potential solutio
Slide 4: Reasons for the Valuation Non-Recognition I
REASONS FOR THE VALUATION NON-RECOGNITION I › Based on the work undertaken, no single or predominant factor was identified in causing the non-recognition of the value of the combined businesses by the markets › A number of causes and circumstances were identified as potentially influencing the valua
Slide 5: Reasons for the Valuation Non-Recognition II
REASONS FOR THE VALUATION NON-RECOGNITION II - Unrealised Front-end business value: • Turn-around in financial performance of the Front-end business did not translate into a higher value for ASMI • Lack of consistent view from research community, resulting in wide range of operational projections fo
Slide 6: Outcome – Partial Placement (Part 1)
OUTCOME – PARTIAL PLACEMENT (PART 1) › The Management Board and Supervisory Board concluded that a partial secondary placement of 8 to 12% of the company's stake in ASMPT was the most suitable step to be taken to address the non-recognition by the markets of the value of the combined businesses of t
Slide 7: Outcome – Partial Placement (Part 2)
OUTCOME – PARTIAL PLACEMENT (PART 2) › The actual placement came out at 12% of ASMPT’s share capital, whereby ASMI remains the largest shareholder of ASMPT with a 40% stake › ASMI agreed to a lock-up of 180 days › The 12% placement provides flexibility for further corporate actions, if deemed approp
Slide 8: Outcome – Benefits
OUTCOME – BENEFITS › The partial secondary placement of 12% provides the following benefits to the company and its stakeholders: - Ensured corporate stability for both businesses: - Existing relationship provides scale - Uninterrupted execution of strategies - Enables shareholders to realize full va
Slide 9: Alternatives Analyzed
ALTERNATIVES ANALYZED › Several alternatives have been analyzed - Larger size or full secondary placement, Spin-off, M&A Sale of ASMPT stake, M&A Sale of Front-end, Integration with ASMPT, 100% acquisition of ASMPT by ASMI › These all presented significant concerns around flow back, pricing, tax iss
Slide 10: Use of Proceeds
USE OF PROCEEDS › Total proceeds of the placement amount to €422m - Placement price of HK$90 per share, a 6.8% discount to the closing price of ASMPT on 13 March 2013 › Proposed distribution of approximately 65% of the cash proceeds - Proposed extraordinary distribution of €4.25 per ordinary share t
Slide 11: ASMI Annual Meeting of Shareholders May 16 2013
ASMI Annual Meeting of Shareholders May 16 2013 Confidential and Proprietary Information 11