ASM International Receives Shareholder AGM Agenda Proposal Updates on Current Business Announces Proposed New Supervisory Board Appointment

SOURCE:

ASM International NV

2008-03-30 23:37:00

ASM International Receives Shareholder AGM Agenda Proposal Updates on Current Business Announces Proposed New Supervisory Board Appointment

BILTHOVEN, NETHERLANDS–( EMWNews – March 31, 2008) –

BILTHOVEN, the Netherlands, March 31, 2008 — ASM International

N.V.

(NASDAQ: ASMI and Euronext Amsterdam: ASM) said today that

a

shareholder, Hermes Focus Asset Management, has put forth

proposals

for inclusion in the agenda of the Company’s Annual General

Meeting

of Shareholders to be held on 21 May 2008. The proposals call for:


1) the dismissal of all (5) members of the Supervisory Board who

are not up for re-election this year;

2) the dismissal of Chief Executive Officer, Chuck del Prado, as

a member of the Management Board;

3) the appointment of David Wang, Nicholas Miller, and Seitaro

Ishii as Supervisory Board members; and,

4) the appointment of Farhad Moghadam as a member of the

Management Board.

As required by Dutch Law, the Company will add these items to

the

agenda of the AGM, scheduled for Wednesday, May 21, 2008 in

the

Netherlands.

Mr Paul van den Hoek, Chairman of the Supervisory Board, and

Mr.

Chuck del Prado, Chief Executive Officer of ASM

International

commented:

“We regret that Hermes has tabled these proposals which we do

not

believe are in the best interests of the company, its

shareholders

and other stakeholders. The Company has made significant

progress

over the past two years towards improving its

Front-end

profitability. We have met the commitments we made in 2006 for

that

year and for 2007, and the underlying operating profitability

during

this period has improved by around Euro 50 million.

The Company remains committed to achieving peer group

operating

margin performance for the Front-end in 2009, and will shortly

be

detailing the further steps that will be taken to achieve this

goal.

The Company is strongly of the view that the valuation of

ASM

International does not adequately reflect these

operating

improvements. We are confident that steps already in train,

and

further planned initiatives, will improve the valuation. In

addition,

the Company is reviewing more aggressive return of capital

strategies

to help address the undervaluation of the ASM International

share

price. The Company expects to receive dividends from its

subsidiary

ASM Pacific Technology Limited (“ASM PT”) in 2008 and 2009

and

intends to use anticipated dividends for the purposes

announced

previously (i.e. dividend pay-out, repurchase of own shares

or

outstanding convertibles, acquisition of additional ASM PT shares

or

any combination hereof).

The Boards of ASMI have worked assiduously to seek a compromise

with

Hermes and fellow shareholder Fursa over a period of more than

two

years, despite some deep-seated differences in perspective.

In

particular, we reject the characterization of the intense

investment

required to reposition our Front-End product range as being

value

destructive. The Team with Industry Background has itself

emphasized

the solid growth potential that most of our Front End Product

Lines

now have.

We have previously indicated that we valued the input this Team

put

forward during various meetings and we investigated whether we

might

draw on this expertise going forward on an advisory basis. We

have

also considered with an open mind whether one of the members of

the

Team might join the Supervisory Board. It has been made clear to

us,

however, that Hermes and Fursa are not interested in any

solution

short of wholesale change to the Supervisory and Management Boards

as

put forward in Hermes’ AGM proposal.

We cannot accept that these proposals, and the enormous

disruption

they would entail, serve the best interests of the Company. This

is

especially so when we consider the progress the Company is

making,

and the further progress that will be outlined in the

upcoming

“Roadmap towards Peer Group Operating Margins”

presentation,

notwithstanding the weak market backdrop in 2008.

We are confident that we have the strategy and management in place

to

deliver value to shareholders. We will be making our case

forcefully

with our shareholders ahead of the Annual General Meeting.”

Update on Current Business

The Company would also like to take this opportunity to update the

market on current trading.

Based on preliminary figures, we expect 2008 First Quarter

Front-end

sales to be in the range of EUR 77 to 83 million resulting

in a

Front-end net loss for the quarter. The Front-end book-to-bill

is

expected to be below 1.0. “As we indicated at the time of our

Q4

results, our near-term Front-end operating performance is

being

negatively affected by reduced customer spending and

macro-economic

pressures, aggravated by the weakening of the US Dollar against

the

Euro” commented Chuck del Prado, Chief Executive Officer of

ASM

International. “During this present industry contraction, we

continue

to take decisive action to refine our Front-end cost structure

to

lower the breakeven point.”

In line with the outlook given on February 28, 2008,

Back-end

continues to contribute solid results. Though sales and

profitability

in the first quarter of 2008 will be below the fourth quarter

of

2007, the sales and profitability will be considerably better than

in

the first quarter of 2007 (as measured in USD).

The company will present its First Quarter results on May 5,

2008.

Proposal for Supervisory Board Appointment

The Company is pleased to report the proposed appointment of

Dr

Ulrich Schumacher to the Supervisory Board. The appointment of

Dr

Schumacher will be tabled at the AGM on 21 May. If appointed

Dr

Schumacher will replace Mr Berend Brix who is stepping down on

May

21.

Dr Schumacher is the CEO and President of Grace

Semiconductor

Manufacturing Corporation in Shanghai. His previous

appointments

include serving as President and Chief Executive Officer of

Infineon

Technologies AG, a leading technology group.

Mr Paul van den Hoek, chairman of the Supervisory Board,

commented:

“I am very pleased to announce the proposed appointment of

Ulrich

Schumacher onto the Supervisory Board. It is a measure of

ASMI’s

status that we have been able to attract such a high

calibre

individual to the Board. I have no doubt that Ulrich’s

exceptional

industry experience will be of considerable value as Chuck and

his

team further focus on the commercialization of our

Front-end

business.

I would also like to pay thanks to Berend Brix for his loyal

and

committed service to the company.”

The Company will also propose the re-election of Dr Johan Danneels

as

member of the Supervisory Board.

About ASM International

ASM International N.V., headquartered in Bilthoven, 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 Euronext Amsterdam Stock Exchange (symbol ASM). For

more

information, visit ASMI’s website at www.asm.com.

Safe Harbor Statement under the U.S. Private Securities

Litigation

Reform Act of 1995: All matters discussed in this statement,

except

for any historical data, are forward-looking

statements.

Forward-looking statements involve risks and uncertainties that

could

cause actual results to differ materially from those in

the

forward-looking statements. These include, but are not limited

to,

economic conditions and trends in the semiconductor

industry

generally and the timing of the industry cycles

specifically,

currency fluctuations, the timing of significant orders,

market

acceptance of new products, competitive factors, litigation

involving

intellectual property, shareholder and other issues, commercial

and

economic disruption due to natural disasters, terrorist

activity,

armed conflict or political instability, epidemics and other

risks

indicated in the Company’s filings from time to time with the

U.S.

Securities and Exchange Commission, including, but not limited

to,

the Company’s reports on Form 20-F and Form 6-K. The Company

assumes

no obligation nor intends to update or revise any

forward-looking

statements to reflect future developments or circumstances.


Contacts:

Naud van der Ven: +31 30 229 8540

Mary Jo Dieckhaus: + 1 212 986 2900

Copyright © Hugin AS 2008. All rights reserved.

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