ASML Holding NV (ASML) and Cymer, Inc. today provide a status
update regarding ASML's previously announced pending acquisition of
all of the outstanding shares of Cymer in a cash-and-stock
transaction that will entitle each Cymer stockholder to receive
US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares
per Cymer share.
Cymer has established Tuesday, 5 February 2013 as the date on
which it will hold a special shareholders meeting at which the
stockholders of record of Cymer as of 7 January 2013 will be asked
to vote on, among other things, a proposal to approve the merger
agreement, dated 17 October 2012, among ASML and Cymer and certain
affiliates of ASML. The parties expect that a proxy
statement/prospectus will be mailed to Cymer's stockholders in
early January 2013.
In addition, ASML and Cymer indicated that they are continuing
to work with various regulators. This includes responding to a
request for additional information from the Antitrust Division of
the U.S. Department of Justice regarding the transaction. This
second request is part of the regulatory review process under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. ASML and
Cymer intend to continue to work with the Department of Justice and
to comply promptly with this second request.
In addition to expiration or termination of the waiting period
under the HSR Act, the proposed transaction remains subject to
other customary closing conditions, including review by the
Committee on Foreign Investment in the United States and specified
international regulators and approval by Cymer's stockholders.
ASML and Cymer continue to anticipate completion of the
transaction in the first half of 2013.
About the acquisition
ASML and Cymer announced on 17 October 2012 their intention for
ASML to acquire Cymer and thereby accelerate the development of
Extreme Ultraviolet (EUV) semiconductor lithography technology. EUV
is vital to support the semiconductor industry’s transition to the
next manufacturing technology, which is needed to create more
energy-efficient microchips with more functions at lower cost,
consistent with Moore’s Law.
About ASML
ASML is one of the world's leading providers of lithography
systems for the semiconductor industry, manufacturing complex
machines that are critical to the production of integrated circuits
or chips. Headquartered in Veldhoven, the Netherlands, ASML is
traded on Euronext Amsterdam and NASDAQ under the symbol ASML. ASML
has more than 8,200 employees on payroll (expressed in full time
equivalents), serving chip manufacturers in more than 55 locations
in 16 countries. More information about our company, our products
and technology, and career opportunities is available on our
website: www.asml.com
About Cymer
Cymer, Inc. (Nasdaq: CYMI) is an industry leader in developing
lithography light sources, used by chipmakers worldwide to pattern
advanced semiconductor chips, and is pioneering a new silicon
crystallization tool for the display industry. Cymer’s light
sources have been widely adopted by the world’s top chipmakers and
the company’s installed base comprises approximately 3,750 systems.
Continuing its legacy of leadership, Cymer is currently pioneering
the industry’s transition to EUV lithography, the next viable step
on the technology roadmap for the creation of smaller, faster
chips. The company is headquartered in San Diego, CA, has more than
1,200 employees on payroll (expressed in full time equivalents) and
supports its customers from numerous offices around the globe.
Cymer maintains a Web site to which it regularly posts press
releases, SEC filings, and additional information about Cymer.
Interested persons can also subscribe to automated e-mail alerts or
RSS feeds. Please visit www.cymer.com
Forward Looking Statements
“Safe Harbor” Statement under the US Private Securities
Litigation Reform Act of 1995: this press release contains
statements that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements, as they relate to Cymer or ASML, this transaction
or the expected benefits of this transaction, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance” and similar
expressions to identify these forward-looking statements. These
statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about
the business and future financial results of ASML and Cymer, and
readers should not place undue reliance on them. Actual results or
developments may differ materially from those in the
forward-looking statements. These forward looking statements are
subject to risks and uncertainties, including the inability to
obtain Cymer stockholder approval or regulatory approval for this
transaction, the satisfaction of other conditions to the closing of
the transaction, the possibility that the length of time necessary
to consummate this transaction may be longer than anticipated, the
achievement of the expected benefits of the transaction, risks
associated with integrating the businesses of Cymer and ASML, the
possibility that the businesses of ASML and Cymer may suffer as a
result of uncertainty surrounding the proposed transaction, the
expected capacity and capability developments in EUV systems, the
anticipated effect of this transaction on ASML’s earnings per share
and EUV margins, the benefits of the DUV and IBP businesses and
other risks associated with the development of EUV technology.
The foregoing risk list of factors is not exhaustive. You should
consider carefully the foregoing factors and the other risks and
uncertainties that affect the businesses of ASML and Cymer
described in the risk factors included in ASML's Annual Report on
Form 20-F and Cymer’s Annual Report on Form 10-K, Cymer’s Quarterly
Reports on Form 10-Q, and other documents filed by ASML and Cymer
from time to time with the SEC. The parties disclaim any obligation
to update the forward-looking statements contained herein.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended. The proposed transaction
will be submitted to the stockholders of Cymer for their
consideration. In connection with the proposed transaction, ASML
has filed a registration statement on Form F-4 with additional
information concerning the transaction, including a proxy
statement/prospectus. CYMER STOCKHOLDERS ARE ADVISED TO READ THESE
DOCUMENTS CAREFULLY (WHEN THEY BECOME AVAILABLE) AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement, the registration statement, and
other documents containing other important information about Cymer
and ASML filed or furnished to the SEC (when they become available)
may be read and copied at the SEC’s public reference room located
at 100 F Street, N.E., Washington, D.C. 20549. Information on the
operation of the Public Reference Rooms may be obtained by calling
the SEC at 1-800-SEC-0330. The SEC also maintains a website,
www.sec.gov, from which any electronic filings made by ASML and
Cymer may be obtained without charge. In addition, investors and
shareholders may obtain copies of the documents filed with or
furnished to the SEC upon oral or written request without charge.
Requests may be made in writing by regular mail by contacting ASML
at the following address: De Run 6501, 5504 DR, Veldhoven, The
Netherlands, Attention: Investor Relations, or by contacting Cymer
at the following address: 17075 Thornmint Court, San Diego, CA,
92127, Attention: Investor Relations, +1 858 385 6097.
Cymer and ASML and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Cymer's directors and executive
officers and their ownership of Cymer common stock is available in
Cymer’s proxy statement for its 2012 meeting of stockholders, as
filed with the SEC of Schedule 14A on April 11, 2012. Information
about ASML's directors and executive officers and their ownership
of ASML ordinary shares is available in its Annual Report on Form
20-F for the year ended December 31, 2011 and will be available in
the joint proxy statement/prospectus (when available). Other
information regarding the interests of such individuals as well as
information regarding Cymer's and ASML's directors and officers
will be available in the proxy statement/prospectus when it becomes
available. These documents can be obtained free of charge from the
sources indicated above.
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