TOKYO, Aug. 27, 2012 /PRNewswire/ -- Tokyo Electron
Limited ("Tokyo Electron"; Headquarters: Tokyo; President and CEO: Hiroshi Takenaka) (TSE: 8035) is commencing
today, through its wholly-owned subsidiary RB Merger Corp., a cash
tender offer to purchase all outstanding shares of common stock of
FSI International, Inc. ("FSI"; Headquarters: Chaska, Minnesota, USA; Chairman and CEO:
Donald Mitchell) (NASDAQ:
FSII). Tokyo Electron previously announced on Monday, August 13, 2012 its intent to acquire
FSI.
The tender offer is being made pursuant to an Offer to Purchase,
dated August 27, 2012. Upon the
successful closing of the tender offer, shareholders of FSI will
receive $6.20 in cash for each share
of FSI common stock validly tendered and not validly withdrawn in
the offer, without interest and less any applicable withholding
taxes. Following the purchase of shares in the tender offer, FSI
will become a subsidiary of Tokyo Electron.
Tokyo Electron will file today with the U.S. Securities and
Exchange Commission (SEC) a tender offer statement on Schedule TO
which includes the Offer to Purchase and provides the terms of the
tender offer. Additionally, FSI will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of the FSI board of directors that FSI
shareholders accept the tender offer and tender their shares. As
previously announced, the FSI board of directors has determined
that the merger agreement entered into by Tokyo Electron, RB Merger
Corp. and FSI on August 13, 2012 and
its related transactions including the tender offer, are advisable,
fair to and in the best interests of FSI and its stockholders.
The tender offer will expire at 12:00 Midnight (New York City time) on Monday, September 24, 2012, unless extended in
accordance with the merger agreement and the applicable rules and
regulations of the SEC. The closing of the tender offer is subject
to customary terms and conditions, including there being validly
tendered a number of shares that constitutes at least a majority of
FSI's outstanding shares of common stock determined on a fully
diluted basis, the expiration or the termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, and
other conditions described in the Offer to Purchase.
D.F. King & Co., Inc. is
acting as information agent for Tokyo Electron. Goldman Sachs is
serving as exclusive financial adviser to Tokyo Electron in
connection with the acquisition and as the dealer manager, and
Jones Day is its legal adviser.
Barclays is serving as exclusive financial adviser to FSI in
connection with the acquisition, and Faegre Baker Daniels LLP is
its legal adviser.
About Tokyo Electron
Tokyo Electron Limited, established in 1963, is a leading
supplier of innovative semiconductor and FPD production equipment
worldwide. Product lines include coater/developers,
oxidation/diffusion furnaces, dry etchers, CVD systems, surface
preparation systems, gas cluster ion beam technologies, and test
systems. To support this diverse product base, Tokyo Electron has
strategically located research & development, manufacturing,
sales, and service locations all over the world. Tokyo Electron is
a publicly held company listed on the Tokyo Stock Exchange. More
information about Tokyo Electron is available at www.tel.com.
Forward Looking Statements
This press release contains forward-looking statements that are
not historical facts and are subject to risks and uncertainties
that could cause actual results to differ materially from those
described. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. Forward-looking statements in this press release
include statements regarding the anticipated timing of filings and
approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; and any
statements of assumptions underlying any of the foregoing.
All forward-looking statements are based largely on current
expectations and beliefs concerning future events, approvals and
transactions that are subject to substantial risks and
uncertainties. Factors that may cause or contribute to the
actual results or outcomes being different from those contemplated
by forward-looking statements include: risks and
uncertainties associated with the tender offer, including
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of FSI's shareholders will tender
their shares in the offer, the risk that competing offers will be
made, and the possibility that various closing conditions for the
transaction may not be satisfied or waived. These
forward-looking statements speak only as of the date of this
communication and Tokyo Electron assumes no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or developments or otherwise, except as
required by law.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Tokyo Electron and RB
Merger Corp. will file with the SEC a tender offer statement on
Schedule TO (including the offer to purchase, letter of transmittal
and other related tender offer materials), and will mail an offer
to purchase, forms of letter or transmittal and other related
tender offer materials to FSI shareholders. Investors and FSI
shareholders are strongly advised to read the tender offer
statement (including an offer to purchase, letter of transmittal
and other related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will
be filed by FSI with the SEC, because they will contain important
information. These documents will be available at no charge
at the SEC's website at www.sec.gov. The tender offer statement and
the related materials may be obtained for free by directing a
request by mail to D.F. KING &
CO., INC., 48 Wall Street, 22nd Floor, New York, New York 10005, or by calling
toll-free 1-800-628-8536 or emailing fsitender@dfking.com.
Contact:
Public Relations Group, Tokyo Electron Ltd.
telpr@tel.com
SOURCE Tokyo Electron Limited