News Article
ASML Shareholders Approve Customer Co-Investment Program
ASML Holding NV has received the approval by the Extraordinary General Meeting of shareholders (EGM) of its Customer Co-Investment Program. In addition, the US anti-trust clearance process is complete. The essential elements of the Customer Co-Investment Program are now final.
The EGM, held in Veldhoven on 7th September, 2012, approved several items to execute the Customer Co-Investment Program and the related Synthetic Buyback. The first was the proposal to authorise the Board of Management to (i) issue shares or rights to subscribe for shares in the capital of the Company in connection with the Customer Co-Investment Program, up to 25 percent of the issued share capital of the Company at the Annual General Meeting of Shareholders held on 25th April 2012, from 7th September 2012 through 31st July 2013, and (ii) authorise the Board of Management to restrict or exclude the pre-emption rights in connection with such issuances, in each case subject to the approval of the Supervisory Board. Also accepted were proposals to amend the articles of association of the Company in connection with the Synthetic Buyback.
The EGM also approved the proposal to authorise the Board of Management for the period from 7th September 2012 through 25th October 2013 to (i) issue additional shares or rights to subscribe for shares in the capital of the Company, limited to 5 percent of the issued share capital at 25th April 2012; (ii) issue an additional 5 percent of the issued share capital at 25th April 2012, which 5 percent can only be used in connection with mergers, acquisitions and/or (strategic) alliances; and (iii) restrict or exclude the pre-emption rights in connection with any such issuances, in each case subject to the approval of the Supervisory Board. This authorisation replaces the corresponding authorisation granted at the AGM held on 25th April 2012.
ASML also announced that the waiting period under the Hart-Scott-Rodino Act has ended without ASML or Intel receiving requests for additional information from regulators, which completes the U.S. anti-trust procedure. With the EGM approval and the U.S anti-trust procedure completed the essential elements of the program are final. The three program participants, Intel, TSMC and Samsung Electronics, have agreed to contribute €1.38 billion to ASML's research and development of next-generation lithography technologies over five years. ASML will issue an aggregate 23 percent minority stake to the participating customers for €3.85 billion in cash.
What's more, ASML will return the entire cash proceeds of the share issue to ASML shareholders (not including participating customers) through a Synthetic Buyback. The Synthetic Buyback will consist of a cash capital repayment and a reverse share split. Following the issuance of new shares to Intel, TSMC and Samsung Electronics in connection with the program, and subject to statutory requirements, ASML intends to implement the Synthetic Buyback as follows.
The cash capital repayment will be € 9.18 per share and the reverse share split will be 77 for 100. This means that for every 100 ASML shares, shareholders (excluding participating customers) will receive EUR 918 in cash and will keep 77 ASML shares. This is effectively equivalent to ASML buying back 23 percent of the shares currently in issuance at a price of €39.91 per share, which is the per share price to be paid by the participating customers. If the number of shares held by any one shareholder is not divisible by 100, banks and brokers will round positions up or down with the difference settled in cash, depending on the particular contractual agreement between the shareholder and the bank or broker.
ASML expects to issue shares to Intel and Samsung Electronics on or around 12th September 2012, and to issue shares to TSMC at the end of October 2012. ASML expects to execute the Synthetic Buyback in late November 2012, with the expected ex-entitlement date on 26th November 2012, the record date expected to be 28th November 2012 and the cash payment date expected to be 3rd December 2012. The exact dates will be confirmed after the statutory, two-month creditor opposition period, which is expected to end on November 11th, 2012.
