TOKYO, Sept. 25, 2012 /PRNewswire/ -- Tokyo
Electron Limited ("Tokyo Electron"; Headquarters: Tokyo; President and CEO: Hiroshi Takenaka) (TSE: 8035) announced today
that Tokyo Electron's wholly-owned subsidiary, RB Merger Corp., has
extended the expiration date of its tender offer for all
outstanding shares of common stock of FSI International, Inc.
("FSI"; Headquarters: Chaska,
Minnesota, USA; Chairman and CEO: Donald Mitchell) (NASDAQ: FSII) for $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validly tendered and not validly withdrawn in the offer, without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. The
tender offer is now scheduled to expire at 12:00 midnight
(New York City time) on
Wednesday, October 10, 2012, unless
further extended. The tender offer was previously scheduled to
expire at 12:00 midnight (New York
City time) on Monday, September
24, 2012.
As of 5:00 p.m. (New York City
Time) on Monday, September 24, 2012,
approximately 34,709,493 shares of FSI's common stock had been
validly tendered and not withdrawn pursuant to the tender offer.
This includes shares tendered pursuant to the guaranteed delivery
procedures provided for in the offer and represents approximately
88.2% of the outstanding shares of FSI common stock.
Shareholders who have already tendered their shares do not have to
re-tender their shares or take any other action as a result of the
extension of the tender offer. Except for the extension of
the expiration date, all other terms and conditions of the tender
offer remain unchanged.
If all of the conditions to the tender offer are satisfied, RB
Merger Corp. intends to complete the tender offer by promptly
accepting for payment all FSI shares validly tendered and not
validly withdrawn in the tender offer. Following completion of the
tender offer, Tokyo Electron and RB Merger Corp. intend to complete
the acquisition of FSI through a merger of RB Merger Corp. into FSI
under Minnesota law, subject to
customary conditions. FSI shareholders who do not tender their
shares of FSI common stock in the tender offer will not receive
payment for their shares until the completion of the merger. The
Board of Directors of FSI has recommended that FSI stockholders
tender their shares in the tender offer.
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 have filed 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 have mailed an offer
to purchase, forms of letter of transmittal and other related
tender offer materials to FSI shareholders. Investors and FSI
shareholders are strongly advised to read the tender offer
statement (as amended and including the offer to purchase, letter
of transmittal and other related tender offer documents) and the
related solicitation/recommendation statement on Schedule 14D-9 (as
amended) that was filed by FSI with the SEC, because they contain
important information.
These documents are 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.
SOURCE Tokyo Electron Ltd.