NOT FOR
DISTRIBUTION IN OR INTO THE UNITED STATES
This announcement
is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for
securities, nor is it calculated to invite any such offer or
invitation. Neither this announcement nor any copy thereof may be
taken into or distributed, directly or indirectly, in or into the
United States (including its territories and dependencies, any
State of the United States and the District of Columbia). In
particular, this announcement does not constitute and is not an
offer to sell or a solicitation of any offer to purchase or
subscribe for securities in the United States or elsewhere. The
securities may not be offered or sold in the United States absent
registration or an exemption from registration under the United
States Securities Act of 1933, as amended. Any public offering of
securities to be made in the United States will only be made by
means of a prospectus that may be obtained from the issuer or
selling security holder and that contains detailed information
about the issuer and management as well as financial statements.
There is no intention to make a public offering of the securities
referred to in this announcement in the United States.
Almere, The Netherlands
April
24, 2017
ASM International
N.V. (Euronext Amsterdam: ASM) ("ASMI") announces
the pricing and the generated proceeds of its partial secondary
placement of shares of ASM Pacific Technology Ltd. ("ASMPT").
ASMI has placed a total of
20,000,000 ordinary shares of ASMPT at a price of HK$ 105.00 per
share to institutional and other professional investors through a
partial secondary share placement representing a stake of
approximately 5% in ASMPT. The offering generated cash proceeds for
ASMI of a total amount of HK$ 2.1 billion (approximately €248
million). ASMI has agreed to a 180-day lock-up period.
As of today ASMI continues to be
the largest shareholder in ASMPT with a stake of approximately
34%.
The Hongkong and Shanghai Banking
Corporation Limited acted as bookrunner for this transaction.
The Company intends to use the
proceeds for a new share buyback program.
About ASM International
ASM International NV,
headquartered in Almere, the Netherlands, its subsidiaries and
participations design and manufacture equipment and materials used
to produce semiconductor devices. ASM International, its
subsidiaries and participations provide production solutions for
wafer processing (Front-end segment) as well as for assembly &
packaging and surface mount technology (Back-end segment) through
facilities in the United States, Europe, Japan and Asia. ASM
International's common stock trades on the Euronext Amsterdam Stock
Exchange (symbol ASM). For more information, visit ASMI's website
at www.asm.com.
IMPORTANT NOTICES
The Hongkong and
Shanghai Banking Corporation Limited ("HSBC") is acting for the
Company in relation to the transaction, will not regard any other
person as a client in relation to the transaction and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of HSBC nor for providing advice to
any such other person. Without prejudice to liability for fraud,
HSBC, its affiliates and its and its and their respective
directors, officers, employees and agents disclaim any liability to
any such other person in connection with the
transaction.
This announcement
is for information purposes only and, save as expressly set out
herein, does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or
investment advice in any jurisdiction, including without
limitation, the United Kingdom, the United States, Hong Kong,
Australia, Canada, Japan, or South Africa. Persons needing advice
should consult an independent financial adviser.
This announcement
has been issued by and is the sole responsibility of the Company.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Bookrunner or by any of its
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The distribution
of this announcement and the placing of the shares as set out in
this announcement in certain jurisdictions may be restricted by
law. No action has been taken by the Company or the Bookrunner that
would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and
the Bookrunner to inform themselves about, and to observe, such
restrictions.
This announcement
does not constitute a prospectus or an offer or invitation to
purchase securities. This announcement is only addressed to, and
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as
amended by the 2010 PD Amending Directive (Directive 2010/73/EU),
as and to the extent implemented in the relevant EEA member state,
and any relevant implementing measure in the relevant member
state.
In addition, in
the United Kingdom, this announcement is not being distributed, nor
has it been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA"), by a person
authorised under FSMA and is directed only at, persons (i) who are
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and other persons to
whom it may lawfully be communicated ("relevant persons"). Under no
circumstances should persons who are not relevant persons rely or
act upon the contents of this announcement. Any investment or
investment activity to which this announcement relates in the
United Kingdom is available only to, and will be engaged only with,
relevant persons.
This announcement
does not constitute an invitation or offer to acquire, purchase or
subscribe for securities, nor is it calculated to invite any such
offer or invitation. Neither this announcement nor any copy thereof
may be taken into or distributed, directly or indirectly, in or
into the United States (including its territories and dependencies,
any State of the United States and the District of Columbia). In
particular, this announcement does not constitute and is not an
offer to sell or a solicitation of any offer to purchase or
subscribe for securities in the United States or elsewhere. The
securities may not be offered or sold in the United States absent
registration or an exemption from registration under the United
States Securities Act of 1933, as amended. Any public offering of
securities to be made in the United States will only be made by
means of a prospectus that may be obtained from the issuer or
selling security holder and that contains detailed information
about the issuer and management as well as financial statements.
There is no intention to make a public offering of the securities
referred to in this announcement in the United States.
This announcement
contains forward-looking statements. These statements are subject
to a number of risks and uncertainties and actual results, and
events could differ materially from those currently being
anticipated as reflected in such forward-looking statements. The
terms "expect", "should be", "will be" and similar expressions
identify forward-looking statements. Factors which may cause future
outcomes to differ from those foreseen in forward-looking
statements include, but are not limited to: general economic and
business conditions; demand for the Company's products and
services; competitive factors in the industries in which the
Company operates; exchange rate fluctuations; legislative, fiscal
and regulatory developments; political risks; terrorism, acts of
war and pandemics; changes in law and legal interpretations
affecting the Company's intellectual property rights and internet
communications; and the impact of technological change.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. The information contained in this
announcement is subject to change without notice and neither the
Company nor the Bookrunner assume any responsibility or obligation
to update publicly or review any of the forward-looking statements
contained herein.
Any indication in
this announcement of the price at which ordinary shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this announcement is
intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Bookrunner
may participate in the Placement on a proprietary basis.
CONTACT
Investor contact:
Victor Bareño
T: +31 88 100 8500
E: victor.bareno@asm.com
Media contact:
Ian Bickerton
T: +31 625 018 512
ASMI RAISES € 248 MIO FROM 5% STAKE
SALE IN ASMPT
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: ASM International NV via Globenewswire
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