ASMI N.V. announces intention to sell stake between 8% - 12% in ASM PT and reports on outcome study into causes of non-recognition by the markets of t

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Overig advies 13/03/2013 11:34
ASMI N.V. announces intention to sell stake between 8% - 12% in
ASM PT and reports on outcome study into causes of non-recognition by the markets of the value of the combined businesses of the Company
- ALMERE, The Netherlands - March 13, 2013 - ASM International N.V. (NASDAQ: ASMI and NYSE Euronext Exchange in Amsterdam: ASM, hereafter also the "Company") announces that it intends to sell a stake between 8 % and 12 % of the total outstanding share capital in ASM Pacific Technology Ltd. ("ASM PT") through a partial secondary share placement. Following the planned divestment the Company will own between approximately 40 % and 44 % of the shares in ASM PT. The Company also reports on the outcome of the study into the causes of the non-recognition by the markets of the value of the combined businesses (Front-end and Back-end) of the Company.

Sale of stake in ASM PT and use of proceeds
The Company is proposing a reduction of the Company's stake in ASM PT through a partial secondary share placement representing a stake between 8 % and 12 % in ASM PT through an accelerated bookbuilt offering of ASM PT shares (the "Placement"), which is launching now. The shares in ASM PT are being sold to institutional investors globally. The definitive size of the stake in ASM PT to be sold through the Placement will be determined by market circumstances.

The Company intends to distribute approximately 65 % of the cash proceeds from this divestment to its shareholders. Subject to a successful outcome of the Placement a proposal thereto will be placed on the agenda of the forthcoming AGM.

This proposal will be in addition to the proposed dividend of €0.50 per ordinary share as announced in the Company's press release of March 5, 2013 on the Company's Fourth Quarter 2012 and Full Year 2012 Operating Results.

The remainder of the proceeds of the Placement will be used to further strengthen the business of the Company.

Morgan Stanley & Co. International plc ("Morgan Stanley") and The Hongkong and Shanghai Banking Corporation Limited are acting as joint bookrunners on the Placement (the "Joint Bookrunners").

Once the outcome of the Placement has been established, the Company will make a further public announcement. The Company has agreed to a 180 day lock-up period, subject to customary exceptions.

Report on the outcome of the study
At the Annual General Meeting of Shareholders (AGM) held in May 2012, the Company announced that it would carry out a study into the causes of the lack of recognition by the markets of the value of the combined businesses (Front-end and Back-end) of the Company. Following that announcement the Company appointed Morgan Stanley and HSBC Bank plc to act as its financial advisers and to assist the Company in carrying out the study.

The study was initiated shortly after the 2012 AGM and has recently been completed. Each of the Company's financial advisers independently carried out an investigation involving frequent discussions with the Company's Management Board and legal and tax advisers. The advisers also presented their findings to the Company's Supervisory Board.

No single or predominant factor was identified in causing the valuation discrepancy. However, a number of causes and circumstances were identified as potentially influencing the valuation discrepancy, including a holding company discount related to the current corporate structure.

Subsequently, an analysis was conducted by the Company in close cooperation with its advisers of the various potential courses of action, including those suggested by shareholders. The alternatives that were investigated included a full or partial placement or sale of the Company's stake in ASM PT, a spin-off of shares in ASM PT and several merger alternatives.

As part of this analysis, the Company has carefully considered the interests of the Company, its shareholders as well as other relevant stakeholders. The Company has also taken into account the various operational connections between the Front-end business and the Back-end business as well as potential accounting, legal and tax implications and execution risks.

The Management Board and the Supervisory Board of the Company have concluded that a partial secondary placement of 8% to 12% of the Company's stake in ASM PT is the most suitable step to be taken to address the non-recognition by the markets of the value of the combined businesses of the Company. This course of action has been chosen taking into account, amongst others, equity market capacity, tax efficiency and ongoing corporate stability at ASMI and ASM PT. This step provides flexibility for further action, if deemed appropriate.

The Management and Supervisory Boards of the Company have resolved to proceed with this proposed action and the board of directors of ASM PT has expressed its support to this proposal. In addition thereto, certain major shareholders of the Company representing approximately 27% of the total outstanding shares in the Company have been consulted in advance with regard to this proposed action and have expressed support thereof.

The Company will further report on the outcome of the study at the upcoming 2013 AGM, which is scheduled to take place on May 16, 2013.

About ASM International
ASM International N.V., headquartered in Almere, the Netherlands, and its subsidiaries design and manufacture equipment and materials used to produce semiconductor devices. ASM International and its subsidiaries provide production solutions for wafer processing (Front-end segment) as well as assembly and packaging (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International's common stock trades on NASDAQ (symbol ASMI) and the NYSE Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI's website at www.asm.com



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