Sumitomo Heavy Industries Increases its Proposal to Acquire Axcelis Technologies to $6.00 Per Share
All-Cash Proposal Provides Premium of 48.5% to the February 8, 2008 stock price and Values Axcelis at $630 million
TOKYO--(BUSINESS WIRE)--Sumitomo Heavy Industries, Ltd. (TSE: 6302) (“SHI”), together with TPG, a minority partner and financing source for the transaction, today announced that it has revised its proposal to acquire Axcelis Technologies, Inc. (Nasdaq: ACLS) (“Axcelis”) to increase the offer price to $6.00 per share in cash, from the previously announced proposal of $5.20 per share. The revised proposal, which values Axcelis at $630 million, represents a 48.5% premium to Axcelis’ closing share price of $4.04 on February 8, 2008, the last trading day before SHI’s initial proposal was made public. In making the proposal, Chairman of the Board, Yoshio Hinoh, sent the following letter to the Board of Directors of Axcelis.
| March 10, 2008 |
| Members of the Board of Directors |
| Axcelis Technologies, Inc. |
| 108 Cherry Hill Drive |
| Beverly, MA 01915-1053 |
Dear Sirs & Madam:
We are disappointed by your rejection of our February 4, 2008 proposal to acquire Axcelis and your refusal to meet with us to have meaningful discussions about a possible combination. Over the last several weeks, SHI has had a very constructive dialogue with a limited number of Axcelis shareholders representing a substantial majority of the outstanding shares.
Based in part on this dialogue with shareholders, we are increasing our proposed price to $6.00 per share in cash, valuing Axcelis at $630 million. This revised proposal represents a very substantial 48.5% premium to Axcelis' closing stock price of $4.04 on February 8th, the last trading day before our first proposal was made public, and it exceeds precedent premiums on similar transactions in the semiconductor capital equipment industry. We firmly believe this is a full and fair price, and our proposal provides Axcelis shareholders a unique opportunity to immediately receive value superior to what Axcelis would be able to achieve on its own.
We do not intend to increase our price again. We have revised our proposal because we strongly believe bringing our companies together quickly is in the best interest of all involved, including Axcelis and its stockholders, employees, and customers.
As we have said before, our proposal is not contingent upon financing. We are prepared to engage with you immediately to negotiate an agreement and complete customary confirmatory due diligence which would include, among other things, a review of accounting records, financial projections, and verification of the status of the Optima product line. Upon execution of the definitive agreements, we would expect to promptly secure regulatory approvals.
A combination of Axcelis, SHI and SEN would allow us collectively to return to a leadership position in the ion implant market through our combined technological strength and collective ability to increase investment. The combined entity would further benefit from access to TPG, a leading global private investment firm with an outstanding track record in the semiconductor industry, which is our minority partner and financing source in this transaction. All of these attributes will make the combined company an exciting environment for our employees and a better partner for our customers.
Our proposal is based on publicly available information, is non-binding, and is subject to execution of definitive agreement. We would encourage you to meet with us promptly, permit us to commence due diligence immediately and concurrently negotiate a definitive agreement.
We have listened to your shareholders and responded. We encourage you to do the same.
| Sincerely, |
| Sumitomo Heavy Industries, Ltd. |
| Yoshio Hinoh |
| Chairman of the Board |
For more information about Sumitomo’s proposal to acquire Axcelis, please visit www.axcelisvalue.com.
About Sumitomo Heavy Industries, Ltd.
Sumitomo Heavy Industries, Ltd. (SHI) is an integrated manufacturer of industrial machines, ships, bridges & steel structure, equipment for environmental protection, including recycling, power transmission equipment, plastic molding machines, laser processing systems, particle accelerators, material handling systems, etc. As a multifaceted global firm, SHI is dedicated to meeting society’s needs and to achieving our corporate mission goal which is to “become a preeminent integrated machine manufacturer and contribute to the progress of society through unique technology.”
About TPG
TPG is a private investment partnership that was founded in 1992 and currently has more than $35 billion of assets under management. Through its investment platforms, TPG Capital and TPG Growth, the firm has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, growth investments and restructurings. The firm is headquartered in Fort Worth, and has offices in San Francisco, London, Hong Kong, New York, Minneapolis, Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo.
Important Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Axcelis Technologies, Inc. (“Axcelis”). Subject to future developments, additional documents regarding a transaction with Axcelis may be filed with the Securities and Exchange Commission (the “Commission”) and, if and when available, would be accessible for free at the Commission’s website at http://www.sec.gov. Investors and security holders are urged to read such disclosure documents, if and when they become available, because they will contain important information.
Neither Sumitomo Heavy Industries, Ltd. (“SHI”) nor TPG is currently engaged in a solicitation of proxies or consents from the stockholders of Axcelis. However, in connection with the proposal to acquire Axcelis, certain directors and officers of SHI or partners of TPG may participate in meetings or discussions with Axcelis stockholders. SHI and TPG do not believe that any of these persons is a “participant” as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the solicitation of proxies or consents, or that Schedule 14A requires the disclosure of certain information concerning any of them.
No assurance can be given that the proposed transaction will be consummated at any time or completed on the terms proposed or on any particular schedule, that the proposed transaction will not incur delays in obtaining required regulatory or stockholder approvals or meeting other conditions, or that, if the proposed transaction is consummated, SHI, TPG or any other person will realize the anticipated benefits of such transaction.
Any information regarding Axcelis contained herein has been taken from, or is based upon, publicly available information. Neither SHI nor TPG undertakes any responsibility for the accuracy or completeness of such information.
Neither SHI nor TPG undertakes, and each specifically disclaims, any obligation or responsibility to update or amend any of the information above.
