Asyst Technologies Amends Shareholder Rights Plan
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Asyst Technologies, Inc. (Nasdaq:ASYT) announced that earlier today its
Board of Directors has amended and restated its Shareholder Rights Plan
which was adopted on June 25,1998 (the "Prior
Plan”). Among other changes, the amended plan
extends the current term by 12 months. The amended plan also includes a "qualified
offer” provision, under which shareholders can
require the Board to redeem the rights under the plan and allow an offer
to purchase the Company that meets certain criteria to proceed. The
Prior Plan had been scheduled to expire on July 10, 2008.
Asyst’s Amended and Restated Shareholder
Rights Plan (the "Amended Plan”),
effective as of July 9, 2008, is designed to ensure that all of the
Company's shareholders continue to receive fair and equal treatment in
the event of any unsolicited attempted takeover of the Company and to
protect shareholders from partial tender offers, open market
accumulations and other potentially abusive or coercive tactics to gain
control of the Company without offering an adequate price to all
shareholders.
As was the case with the Prior Plan, the Amended Plan is not intended to
prevent a takeover. Instead, it is intended to encourage anyone seeking
to acquire the Company to negotiate with the Company’s
Board of Directors prior to attempting a takeover in order to ensure
that any takeover reflects an adequate price and that shareholders’
interests are protected. The Amended Plan is intended to continue to
enable all of the Company's shareholders to realize the long-term value
of their investment in the Company.
As a result of the Board's adoption of the Amended Plan, each preferred
stock purchase right (a "Right"), which was previously distributed to
Asyst’s common shareholders under the Prior
Plan, entitles the holder, if and when the Right becomes exercisable, to
buy one one-thousandth of a share of Asyst’s
Series A Junior Participating Preferred Stock for $12.50.
Initially, the Rights will be represented by the Company's Common Stock
certificates and will not be exercisable. If any person or group becomes
the beneficial owner of 15 percent or more of Asyst’s
Common Stock (which, as provided in the Amended Plan, includes stock
referenced in derivative transactions and securities), then each Right
not owned by such Acquiring Person will entitle its holder to purchase,
at the Right's then-current exercise price, shares of Common Stock
having a market value of twice the Right's then-current exercise price.
In addition, if, after any person has become an Acquiring Person, the
Company is involved in a merger or other business combination
transaction with another person, each Right will entitle its holder
(other than such Acquiring Person) to purchase, at the Right's
then-current exercise price, common shares of the acquiring company
having a value of twice the Right's then-current exercise price.
The Company may redeem the Rights at a price of $0.001 per Right at any
time prior to the date on which any person has become an Acquiring
Person. In addition, the Amended Plan includes a Qualified Offer
provision, which provides that if an offer is made for the Company’s
outstanding Common Stock which meets certain pre-determined criteria set
forth in the Amended Plan, the record holders of 10 percent of the
outstanding Common Stock (other than shares held by the offeror and its
affiliates) may after 90 business days direct the Company to call a
special shareholders’ meeting to consider a
resolution authorizing a redemption of the Rights. If the special
meeting is not held within 90 business days of being called or if the
holders of a majority of the outstanding Common Stock (other than shares
held by the offeror and its affiliates) vote in favor of the redemption
of the Rights, then the Company’s Board will
redeem the Rights or take such other actions necessary to prevent the
Rights from interfering with the consummation of the Qualified Offer.
The Amended Plan will continue in effect until the close of business at
5:00 p.m., EDT, on July 8, 2009, unless earlier redeemed or terminated
by Asyst, as provided in the Amended Plan.
Details of the Amended Plan, including a copy of the Amended Plan, will
be filed with the SEC in a Current Report on Form 8-K.
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 IMPORTANT INFORMATION / SOLICITATION PARTICIPANTS LEGEND
Asyst Technologies, Inc. plans to file with the SEC and make available
to its shareholders a proxy statement and a white proxy card in
connection with its 2008 annual meeting, and advises its shareholders to
read the proxy statement relating to the 2008 annual meeting when it
becomes available, because it will contain important information.
Shareholders may obtain a free copy of the proxy statement and other
documents (when available) that Asyst files with the SEC at the SEC’s
website at www.sec.gov. The proxy
statement and these other documents may also be obtained for free from
Asyst by directing a request to Asyst Technologies, Inc., Attn: Investor
Relations, John Swenson, 46897 Bayside Parkway, Fremont, California
94538, or from Asyst at www.asyst.com.
Asyst, its directors and named executive officers may be deemed to be
participants in the solicitation of Asyst’s
shareholders in connection with its 2008 annual meeting. Shareholders
may obtain information regarding the names, affiliations and interests
of such individuals in Asyst’s proxy
statement filed with the SEC on July 27, 2007, for the 2007 annual
meeting. To the extent such individuals’
holdings of Asyst securities have changed since the information set
forth in that proxy statement, such changes have been reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
"Asyst” is a
registered trademark of Asyst Technologies, Inc. All Rights Reserved.