Nov. 3, 2009 (Hugin AS) --
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OR ANY OTHER
JURISDICTION.
THE BONDS (AND UNDERLYING SHARES) MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ASM INTERNATIONAL
DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE
UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE
UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
ASM International raises ¤150 million from its offering of 6.5%
convertible bonds due 2014
ALMERE, The Netherlands - 3 November, 2009 - ASM International N.V. (NASDAQ:ASMI)
(NASDAQ: ASMI and Euronext Exchange in Amsterdam: ASM)("ASM" or the
"Company") is pleased to announce the pricing of its offering of ¤150
million principal amount of convertible bonds (the "Bonds") due 2014
(the "Offering").
The Company decided to exercise the increase option of ¤20 million.
The Bonds will be convertible into new and/or existing shares of the
Company (the "Shares") and will carry a quarterly coupon of 6.5% per
annum and an initial conversion price of ¤17.09.
ASM intends to use the proceeds of the Offering for general corporate
purposes and to extend its debt maturity profile. In addition, the
company intends to partially use the proceeds to buy back its
outstanding convertible bonds due 2010 and 2011 on an ongoing basis,
subject to the price for such repurchases being acceptable to the
Company and in all cases, as permitted by applicable law and
regulation. The Company is also considering additional measures to
limit dilution to its existing shareholders from any conversions
under the outstanding 2010 and 2011 convertible bonds.
The right to convert the Bonds into shares is subject to an
extraordinary general shareholders' meeting of the Company approving
the grant of rights to subscribe for the full amount of common shares
into which the Bonds may be converted in accordance with their terms,
and to exclude the pre-emptive rights of common shareholders with
respect to the granting of such rights. In the event that such
approval is not obtained then the Company may elect to redeem the
Bonds or alternatively the Bonds will be settled at the Company's
option with cash or shares on conversion until such time that the
approval of common shareholders is obtained. To this end an
extraordinary general meeting of shareholders will be called for 24
November 2009.
The Bonds will be issued and redeemed at 100% of their principal
amount and, unless previously redeemed, converted or cancelled, will
mature on the fifth anniversary of the issue, in 2014. The Company
will have the option to call the Bonds after three years from
issuance at the principal amount, together with accrued interest, if
the market price of the shares deliverable on conversion of the Bonds
exceeds 130% of the conversion price of the Bonds over a specified
period.
The expected date of issue and settlement and delivery for the Bonds
is November 6, 2009.
Application will be made by ASM for the Bonds to be listed and traded
on the Luxembourg EuroMTF Market within 6 months post settlement of
the Bonds.
Morgan Stanley & Co.
