Tokyo Electron Sweetens Tender Offer to Acquire FSI
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.
The company has offered $6.20 in cash for each share of FSI common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding taxes.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 midnight (New York City time) on Wednesday, October 10th, 2012, unless further extended. The tender offer was previously scheduled to expire at 12 midnight (NYC time) on Monday, September 24th, 2012.
As of 5 p.m. (NYC Time) on Monday, September 24th, 2012, approximately 34,709,493 shares of FSI's common stock had been validly tendered and not withdrawn pursuant to the tender offer.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 percent 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intends to complete the tender offer by promptly accepting for payment all FSI shares validly tendered and not validly withdrawn in the tender offer.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.
Tokyo Electron Limited is a 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.
FSI is a supplier of wafer cleaning equipment, technologies and support services to the integrated circuit and microelectronics industry.
