Business Services Industry
Sumitomo Heavy Industries, Ltd. Proposes to Acquire Axcelis Technologies, Inc. for $5.20 Per Share
Business Wire, Feb 11, 2008
All-Cash Proposal Provides Premium of 28.7% and Values Axcelis at $544 million
Axcelis Board Has Refused to Engage in Meaningful Discussions with SHI about Possible Combination
TOKYO -- Sumitomo Heavy Industries, Ltd. (TSE: 6302) ("SHI"), today announced that on February 4, 2008, together with TPG, a minority partner and financing source for the transaction, it made a proposal to acquire Axcelis Technologies, Inc. (NasdaqGS: ACLS) ("Axcelis") for $5.20 per share in cash. The proposal represents a total equity value of approximately $544 million and a premium of 28.7% to Axcelis' closing price on February 8, 2008. The Axcelis Board of Directors has declined to engage in meaningful discussions regarding a possible business combination.
"Over the last 18 months we have repeatedly made good faith efforts to engage Axcelis' board in meaningful discussions about a combination that would deliver significant immediate value to stockholders and create a company better able to respond to marketplace challenges and compete successfully over the long-term," said Yoshio Hinoh, Chairman of SHI. "Axcelis' board has continually rebuffed our interest saying the timing was not right for them, and we have been extremely patient. However, during this time Axcelis' market share and financial performance have declined dramatically. We believe that time is of the essence for Axcelis, and that the company's stockholders, customers and employees deserve to be made aware of our compelling proposal."
The text of a letter that was sent to Axcelis' Board of Directors today follows:
[TABLE OMITTED]
For more information about Sumitomo's proposal to acquire Axcelis, please visit www.axcelisvalue.com.
About Sumitomo Heavy Industries, Ltd.
Sumitomo Heavy Industries, Ltd. (SHI) is an integrated manufacturer of industrial machines, ships, bridges & steel structure, equipment for environmental protection, including recycling, power transmission equipment, plastic molding machines, laser processing systems, particle accelerators, material handling systems, etc. As a multifaceted global firm, SHI is dedicated to meeting society's needs and to achieving our corporate mission goal which is to "become a preeminent integrated machine manufacturer and contribute to the progress of society through unique technology."
About TPG
TPG is a private investment partnership that was founded in 1992 and currently has more than $35 billion of assets under management. Through its investment platforms, TPG Capital and TPG Growth, the firm has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, growth investments and restructurings. The firm is headquartered in Fort Worth, and has offices in San Francisco, London, Hong Kong, New York, Minneapolis, Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo.
Important Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Axcelis Technologies, Inc. ("Axcelis"). Subject to future developments, additional documents regarding a transaction with Axcelis may be filed with the Securities and Exchange Commission (the "Commission") and, if and when available, would be accessible for free at the Commission's website at http://www.sec.gov. Investors and security holders are urged to read such disclosure documents, if and when they become available, because they will contain important information.
Neither Sumitomo Heavy Industries, Ltd. ("SHI") nor TPG is currently engaged in a solicitation of proxies or consents from the stockholders of Axcelis. However, in connection with the proposal to acquire Axcelis, certain directors and officers of SHI or partners of TPG may participate in meetings or discussions with Axcelis stockholders. SHI and TPG do not believe that any of these persons is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in the solicitation of proxies or consents, or that Schedule 14A requires the disclosure of certain information concerning any of them.
No assurance can be given that the proposed transaction will be consummated at any time or completed on the terms proposed or on any particular schedule, that the proposed transaction will not incur delays in obtaining required regulatory or stockholder approvals or meeting other conditions, or that, if the proposed transaction is consummated, SHI, TPG or any other person will realize the anticipated benefits of such transaction.
Any information regarding Axcelis contained herein has been taken from, or is based upon, publicly available information. Neither SHI nor TPG undertakes any responsibility for the accuracy or completeness of such information.
Neither SHI nor TPG undertakes, and each specifically disclaims, any obligation or responsibility to update or amend any of the information above.
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