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
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