ASML Announces Proposed Terms Of Cymer Acquisition
ASML's pending acquisition of all of the outstanding shares of Cymer in a cash-and-stock transaction will entitle each Cymer stockholder to receive US$20 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share.
On Tuesday 5th February 2013, Cymer will hold a special shareholders meeting at which the stockholders of record of Cymer as of 7th January 2013 will be asked to vote on a proposal to approve the merger agreement. The proposal was made on 17th October 2012 to ASML, Cymer and certain affiliates of ASML. The parties expect that a proxy statement/prospectus will be mailed to Cymer's stockholders in early January 2013.
What's more, ASML and Cymer indicated that they are continuing to work with various regulators. This includes responding to a request for additional information from the Antitrust Division of the U.S. Department of Justice regarding the transaction. This second request is part of the regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. ASML and Cymer intend to continue to work with the Department of Justice and to comply promptly with this second request.
In addition to expiration or termination of the waiting period under the HSR Act, the proposed transaction remains subject to other customary closing conditions. This includes review by the Committee on Foreign Investment in the United States and specified international regulators and approval by Cymer's stockholders.
ASML and Cymer still anticipate completion of the transaction in the first half of 2013.
ASML's acquisition of Cymer is intended to accelerate the development of Extreme Ultraviolet (EUV) semiconductor lithography technology. EUV is vital to support the semiconductor industry's transition to the next manufacturing technology, which is needed to create more energy-efficient microchips with more functions at lower cost, consistent with Moore's Law.
ASML is a provider of lithography systems for the semiconductor industry, manufacturing complex machines that are critical to the production of integrated circuits or chips.
Cymer, Inc. develops lithography light sources, used by chipmakers worldwide to pattern advanced semiconductor chips, and is pioneering a new silicon crystallisation tool for the display industry. The firm's light sources have been widely adopted by the world's top chipmakers. The firm is currently pioneering the industry's transition to EUV lithography, the next viable step on the technology roadmap for the creation of smaller, faster chips.
