Asyst Technologies, Inc. (Nasdaq:ASYT) confirmed today that Aquest
Systems Corp. has been unable to assemble and submit a transaction
proposal to purchase the outstanding Common Stock of Asyst. As a result,
Asyst has ended discussions regarding a potential transaction with
Aquest.
As previously reported by the company, Aquest Systems in July 2008
expressed an interest in acquiring Asyst. Since late August, Asyst
provided Aquest and its potential financial partners with due diligence
pursuant to a confidentiality and stand still agreement dated August 20,
2008. However, Aquest has indicated that it is unable to submit an
indicative proposal to acquire Asyst as contemplated by the agreement.
Attached is a letter from the company to Aquest confirming the end to
current discussions.
Steve Schwartz, chair and CEO of Asyst, said, "Our
board fully supported the engagement with Aquest and continues to be
open to reviewing any bona fide proposal that can enhance shareholder
value. Absent a proposal, the company now must focus on the important
task of running the business in a challenging industry and macro
environment, and on executing a strategic plan that we believe will
provide significant value to our shareholders, customers and employees.
We believe we are positioned well with strong September quarter bookings
in our AMHS division, continuing reductions in ongoing manufacturing and
operating costs, and a recently amended principal credit facility to
provide us with additional operating flexibility.”
Asyst announced that in its fiscal second quarter ended Sept. 30, 2008,
it booked new orders totaling approximately $110 million, up from $63
million in the prior sequential quarter. During the first week of its
fiscal third quarter, Asyst received additional orders totaling
approximately $30 million related to the first phase of a new
semiconductor fab in Asia. This large customer, which had previously
used Asyst and another supplier for automated material handling systems
(AMHS) in its earlier 300mm fabs, for the first time awarded all AMHS
business in the fab to Asyst. The company expects to recognize revenue
related to the project over the next several quarters.
Steve Schwartz said, "This market share gain
with one of the industry’s premier
manufacturers more than offsets a recent market share loss related to
the last phase of a fab for a large foundry customer, which was awarded
to a competitor on the basis of price. We won other business from this
foundry customer during the fiscal second quarter and we expect to have
a majority share of their business going forward. However, we will
continue to focus our efforts on the customers who recognize and reward
the innovation we bring to the marketplace and thus support both our
product development and profitability objectives.”
In addition, the company announced that it has reached agreement to
amend its credit facility with Key Bank, N.A., to modify certain terms,
including covenants related to minimum EBITDA, minimum interest
coverage, and minimum liquidity, and to increase scheduled principal
payments on its term loan during calendar 2009. Each modification is
effective as of the company’s fiscal quarter
ended Sept. 30, 2008; the company expects the amendment to be definitive
October 15, 2008. The company will file a Form 8-K summarizing the
material terms of the amendment.
Asyst expects to announce financial results for its fiscal second
quarter on Wednesday, Oct. 29, 2008.
Via E-Mail & DHL
October 9, 2008
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Mihir Parikh
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Scott M. Honour
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President and Chief Executive Officer
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Senior Managing Director
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Aquest Systems Corp.
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The Gores Group
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683 W. Maude Avenue
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10877 Wilshire Blvd., 18th Floor
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Sunnyvale, California 94085
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Los Angeles, California 90024
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Dear Mihir and Scott:
Your financial advisors, Needham & Co., recently communicated that you
are not able at this time to submit a proposal to purchase the
outstanding Common Stock of Asyst.
We met with you in July to discuss your continued interest in acquiring
Asyst. Beginning in August, we engaged in significant financial and
operating due diligence concerning Asyst (including providing detailed
financial forecasts, product line and business unit information,
management presentations and follow-on Q&A), pursuant to the diligence
plan and process agreed under the Confidentiality Agreement and related
exhibits dated August 20, 2008.
Under that agreement, you initially committed to submit a detailed
non-binding transaction proposal to Asyst no later than September 12,
2008. In your letter of September 11, you requested more time to
assemble a proposal. In response, we extended the timeframe for
submitting a proposal to September 26, 2008. However, we understand that
you have not been able to assemble and identify a specific purchasing
group, transaction structure and funding sources, and that you are
unable to submit a proposal.
Accordingly, we are confirming by this letter that current discussions
concerning a potential transaction are at an end, as provided under the
Confidentiality Agreement between Asyst, Aquest, The Gores Group and
Mihir Parikh, individually.
Please be assured that our Board of Directors is open at any time to
give due consideration to any credible transaction proposal that would
enhance shareholder value and that meets the standard criteria we have
discussed.
Regards,
Stephen S. Schwartz
Chair and Chief Executive Officer
Cc: Steve Camahort, Esq.
About Asyst
Asyst Technologies, Inc. is a leading provider of integrated automation
solutions that enable semiconductor and flat panel display (FPD)
manufacturers to increase their manufacturing productivity and protect
their investment in materials during the manufacturing process.
Encompassing isolation systems, work-in-process materials management,
substrate-handling robotics, automated transport and loading systems,
and connectivity automation software, Asyst's modular, interoperable
solutions allow chip and FPD manufacturers, as well as original
equipment manufacturers, to select and employ the value-assured,
hands-off manufacturing capabilities that best suit their needs. Asyst's
homepage is http://www.asyst.com.
Forward Looking Statements
Except for statements of historical fact, the statements in this release
are forward-looking. The forward-looking statements include statements
made or implied concerning potential future transactions and the company’s
future plans. The company assumes no obligation to update these
statements. Such statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from
the statements made. These factors include but are not limited to the
following risks: adverse impacts that acquisition proposals could have
on our business relationships with customers; possibility that key
employees may pursue other opportunities due to concerns as to
employment security at Asyst; adverse impacts that an acquisition
proposal may have on our operating expenses and our strategic and
operating initiatives; and significant costs of defense, indemnification
and liability if litigation were to arise in relation to any of the
foregoing matters. Other factors that could adversely affect our
business include risks relating to the continued acceptance of our
products and services; the value, timing, release and market acceptance
of new products; the ability to maintain or increase market share and
product pricing; our reliance on a few key customers; the ability to
reduce ongoing manufacturing and operating costs and improve product
margins for our products in a competitive marketplace; the possibility
that customers may cancel or delay planned expansion activity and thus
cancel, delay or reduce related bookings and resulting revenue; our
ability to execute on our ongoing strategic and operating initiatives;
our expectation that the amendment to our credit facility will be
completed as of October 15, 2008 and on the current proposed terms; our
ability to maintain compliance with amended covenants under our
principal credit facility, including minimum liquidity and EBITDA
covenants, and that we would be subject to additional and material fees,
costs and interest charges in the event of non-compliance; our ability
to maintain or raise necessary working capital to fund our operations
and future revenue opportunities; the impact and outcome of any legal
actions or proceedings; and other factors more fully detailed in the
company's Annual Report on Form 10-K for the year ended March 31, 2008,
and other reports filed with the Securities and Exchange Commission.
"Asyst” is a
registered trademark of Asyst Technologies, Inc. Copyright 1993-2008,
Asyst Technologies, Inc. All Rights Reserved.