ASM International launches an offering of up to ?150 million
convertible bonds and obtains commitmen
(Thomson Reuters ONE) - NOT for DISTRIBUTion IN THE UNITED STATES, AUSTRALIA, canada oRJAPANTHIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTEDAND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY ORINDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES ORANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OFTHE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT ANOFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE ORSUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OR ANY OTHERJURISDICTION.THE BONDS (AND UNDERLYING SHARES) MAY NOT BE OFFERED OR SOLD IN THEUNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATIONUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ASM INTERNATIONALDOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THEUNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THEUNITED STATES. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. ASM International launches an offering of up to ?150 millionconvertible bonds and obtains commitment from banks for a new standby revolving credit facility of at least ?50 millionALMERE, The Netherlands - 3 November, 2009 - ASM International N.V.(NASDAQ: ASMI and Euronext Exchange in Amsterdam: ASM) ("ASM" or the"Company") announces that it has launched today an offering of seniorunsecured convertible bonds (the "Bonds") due 2014 (the "Offering").The Offering size will be approximately ?130 million and may befurther increased up to a maximum of ?150 million in the event thatthe Company's increase option of ?20 million is exercised in full.ASM intends to use the proceeds of the Offering for general corporatepurposes and to extend its debt maturity profile. In addition, theCompany intends to partially use the proceeds to buy back itsoutstanding convertible bonds due 2010 and 2011 on an ongoing basis,subject to the price for such repurchases being acceptable to theCompany and in all cases, as permitted by applicable law andregulation. The Company is also considering additional measures tolimit dilution to its existing shareholders from any conversionsunder the outstanding 2010 and 2011 convertible bonds.The Bonds will be convertible into new and/or existing shares of theCompany listed on Euronext Amsterdam (the "Shares") and are expectedto carry a quarterly coupon of 6.5 - 7.5% per annum and to beconvertible into Shares at an expected premium of 25 - 32.5% aboveASM's reference share price, being the volume weighted average priceof the Shares on Euronext Amsterdam Stock Exchange from launch topricing. The final terms of the bonds are expected to be announcedthrough a separate press release.The right to convert the Bonds into Shares is subject to anextraordinary general shareholders' meeting of the Company approvingthe grant of rights to subscribe for the full amount of common sharesinto which the Bonds may be converted in accordance with their terms,and to exclude the pre-emptive rights of common shareholders withrespect to the granting of such rights. In the event that suchapproval is not obtained then the Company may elect to redeem theBonds or alternatively the Bonds will be settled at the Company'soption with cash or shares on conversion until such time that theapproval of common shareholders is obtained. To this end anextraordinary general meeting of shareholders will be called for 24November 2009.The Bonds will be issued and redeemed at 100% of their principalamount and, unless previously redeemed, converted or cancelled, willmature on the fifth anniversary of the issue, in 2014. The Companywill have the option to call the Bonds after three years fromissuance at the principal amount, together with accrued interest, ifthe market price of the shares deliverable on conversion of the Bondsexceeds 130% of the conversion price of the Bonds over a specifiedperiod.The expected date of issue and settlement and delivery for the Bondsis November 6, 2009.ASM has undertaken to make an application for the Bonds to be listedand traded on the Luxembourg EuroMTF Market within 6 months postsettlement.Concurrently with the Offering, ASM is also announcing a new standbyrevolving credit facility of at least ?50 million. This securedcredit facility will replace ASM's existing revolving secured creditfacility provided by Rabobank and has a term of 3 years. MorganStanley and Rabobank have committed to jointly arrange and providethe new facility, subject to full satisfaction of the conditionsprecedent agreed with the Company. The facility may be increased on abest efforts basis to procure further commitments from other banks.Morgan Stanley & Co. International plc and Rabo Securities / KBCFinancial Products are acting as Joint Bookrunners for the Offering.Rabo Securities is acting pursuant to a co-operation arrangement withKBC Financial Products.About ASM InternationalASM International N.V., headquartered in Almere, the Netherlands, andits subsidiaries design and manufacture equipment and materials usedto produce semiconductor devices. ASM International and itssubsidiaries provide production solutions for wafer processing(Front-end segment) as well as assembly and packaging (Back-endsegment) through facilities in the United States, Europe, Japan andAsia. ASM International's common stock trades on NASDAQ (symbol ASMI)and the Euronext Amsterdam Stock Exchange (symbol ASM). For moreinformation, visit ASMI's website at www.asm.com.Important NoticeThis is not an offer to sell, nor a solicitation of an offer to buyany securities and any discussions, negotiations or othercommunications that may be entered into, whether in connection withthe terms set out herein or otherwise, shall be conducted subject tocontract. No representation or warranty, express or implied, is orwill be made as to, or in relation to, and no responsibility orliability is or will be accepted by the Morgan Stanley & Co.International plc, Rabo Securities and/or KBC Financial Products(the "Banks") or by any of their respective officers, employees oragents as to or in relation to the accuracy or completeness of thisdocument, any offering document, publicly available information onASM or any other written or oral information made available to anyinterested party or its advisers and any liability therefore ishereby expressly disclaimed.The offering of the Bonds will be subject to the condition that anyoffering of the securities completes and that the securities areissued. In particular, it should be noted that any such offering andformal documentation relating thereto will be subject to conditionsand termination events, including those which are customary for suchofferings. Any such offering will not complete unless suchconditions are fulfilled and any such termination events have nottaken place or the failure to fulfil such a condition or theoccurrence of a termination event has been waived, if applicable.The Banks reserve the right to exercise or refrain from exercisingtheir rights in relation to the fulfilment or otherwise of any suchcondition or the occurrence of any termination event in such manneras they may determine in their absolute discretion.Neither the content of ASM's website nor any website accessible byhyperlinks on ASM's website is incorporated in, or forms part of,this announcement.This document is not for distribution, directly or indirectly in orinto the United States (as defined in Regulation S under the USSecurities Act of 1933, as amended (the "US Securities Act")). Thisdocument is not an offer to sell securities, or the solicitation ofany offer to buy securities, nor shall there be any offer ofsecurities in any jurisdiction in which such offer or sale would beunlawful. The securities mentioned in this document have not beenand will not be registered under the US Securities Act, and may notbe offered or sold in the United States absent registration orexemption from registration under the US Securities Act. There willbe no public offer of the securities in the United States or in anyother jurisdiction.In the United Kingdom, this document is being distributed only to,and is directed only at, Qualified Investors (i) who haveprofessional experience in matters relating to investments fallingwithin Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the "Order") or (ii)who fall within Article 49(2)(a) to (d) of the Order, and (iii) towhom it may otherwise lawfully be communicated (all such personstogether being referred to as "relevant persons"). This documentmust not be acted on or relied on (i) in the United Kingdom, bypersons who are not relevant persons, and (ii) in any member state ofthe European Economic Area other than the United Kingdom, by personswho are not Qualified Investors.In member states of the European Economic Area ('EEA'), thisannouncement and any offer if made subsequently is directed only atpersons who are 'Qualified Investors' within the meaning of Article2(1)(e) of the Directive 2003/71/EC (the 'Prospectus Directive')('Qualified Investors') and pursuant to the relevant implementingrules and regulations adopted by each relevant member state. Anyperson in the EEA other than the United Kingdom who acquires thebonds in any offer (an 'Investor') or to whom any offer of Bonds ismade will be deemed to have represented and agreed that it is a'Qualified Investor', (as defined above). Any investor will also bedeemed to have represented and agreed that (i) any Bonds acquired byit in the offer have not been acquired on behalf of persons in theEEA other than Qualified Investors, or persons in the UK and othermember states (where equivalent legislation exists) for whom theinvestor has authority to make decisions on a wholly discretionarybasis and (ii) the Bonds have not been acquired with a view to theiroffer or resale in the EEA to persons where this would result in arequirement for publication by the Company or the Joint Lead Managersof a prospectus pursuant to Article 3 of the Prospectus Directive.The Company, the Joint Lead Managers and any of their respectiveaffiliates, and others, will rely upon the truth and accuracy of theforegoing representations and agreements.Safe Harbor Statement under the U.S. Private Securities LitigationReform Act of 1995: All matters discussed in this statement, exceptfor any historical data, are forward-looking statements.Forward-looking statements involve risks and uncertainties that couldcause actual results to differ materially from those in theforward-looking statements. These include, but are not limited to,economic conditions and trends in the semiconductor industrygenerally and the timing of the industry cycles specifically,currency fluctuations, financing and liquidity matters, the successof restructurings, the timing of significant orders, marketacceptance of new products, competitive factors, litigation involvingintellectual property, shareholder and other issues, commercial andeconomic disruption due to natural disasters, terrorist activity,armed conflict or political instability, epidemics and other risksindicated 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 assumesno obligation nor intends to update or revise any forward-lookingstatements to reflect future developments or circumstances.Investor Contacts:Erik KamerbeekTel: +31 88 100 8500Mary Jo DieckhausTel: +1 212 986 2900Media Contact:Ian BickertonTel: +31 20 6855 955Mobile: +31 625 018 512http://hugin.info/132090/R/1352120/327013.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 03.11.2009 - 08:03 Uhr
Sprache: Deutsch
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