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21.06.2016 23:08:36
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: ROFIN-SINAR Technologies Inc. / Key word(s): AGM/EGM/Merger
ALL THREE LEADING PROXY ADVISORY FIRMS RECOMMEND ROFIN STOCKHOLDERS VOTE FOR
THE MERGER BETWEEN ROFIN AND COHERENT / ALSO RECOMMEND ROFIN STOCKHOLDERS
VOTE FOR ALL THREE OF ROFIN'S DIRECTOR NOMINEES AND ALL OF ROFIN'S
GOVERNANCE PROPOSALS
21.06.2016 / 23:08
The issuer is solely responsible for the content of this announcement.
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- PRESS RELEASE -
Investor Contacts: Media Contacts:
Katharina Manok Bill Fiske/Rajeev Kumar Mike Pascale/Neil
Maitland
ROFIN-SINAR Georgeson Abernathy MacGregor
011-49-40-733-63-4256 201-222-4250/201-222-4226 212-371-5999
- or - BFiske@georgeson.com mmp@abmac.com
734-416-0206 RKumar@georgeson.com nam@abmac.com
ALL THREE LEADING PROXY ADVISORY FIRMS RECOMMEND ROFIN STOCKHOLDERS VOTE
FOR THE MERGER BETWEEN ROFIN AND COHERENT
ALSO RECOMMEND ROFIN STOCKHOLDERS VOTE FOR ALL THREE OF ROFIN'S DIRECTOR
NOMINEES AND ALL OF ROFIN'S GOVERNANCE PROPOSALS
Plymouth, MI / Hamburg, Germany, June 21, 2016 - ROFIN-SINAR Technologies
Inc. ("ROFIN" or the "Company") (NASDAQ: RSTI), one of the world's leading
developers and manufacturers of high-performance laser beam sources, laser-
based solutions and components, today announced that the three leading
proxy advisory firms, Institutional Shareholder Services Inc. ("ISS"),
Glass Lewis & Co., LLC ("Glass Lewis") and Egan-Jones & Co. ("Egan-Jones"),
have each independently recommended that ROFIN stockholders vote FOR
adoption of the merger agreement dated March 16, 2016, among ROFIN,
Coherent, Inc. ("Coherent"), and a wholly-owned subsidiary of Coherent (the
"Merger Agreement") at the Special Meeting of ROFIN stockholders scheduled
to be held on June 29, 2016. Pursuant to the Merger Agreement, and subject
to the satisfaction of the closing conditions, Coherent will acquire ROFIN
at a price of $32.50 per share of ROFIN stock. All three advisory firms
have also recommended that ROFIN'S stockholders vote for all three of
ROFIN's director nominees and all of ROFIN's corporate governance
proposals, at the Company's 2016 Annual Meeting of Stockholders (the
"Annual Meeting") scheduled to be held following the conclusion of the
Special Meeting.
In reaching their recommendations that ROFIN stockholders vote FOR the
Merger Agreement, each of ISS, Glass Lewis and Egan-Jones analyzed the
merits of the transaction, including the risks of alternatives that may be
available to ROFIN stockholders. The proxy advisory firms noted in their
reports that:
- "The merger consideration represents a substantial premium of 41.9
percent over the price on the day prior to the announcement, and a
premium of 36.6 percent over the stock price two months prior to the
announcement." (ISS)
- "Given the extended negotiations process, the substantial premium, and
the positive market reaction to the announcement of the transaction, a
vote FOR this proposal is warranted." (ISS)
- "We believe that approval of the merger agreement is in the best
interests of the Company and its shareholders." (Egan-Jones)
- "[The merger] will provide certainty of value and liquidity to
stockholders, while eliminating the effect of long-term business and
execution risk to stockholders." (Egan-Jones)
Peter Wirth, Chairman of ROFIN's Board of Directors, said "We are pleased
that ISS, Glass Lewis and Egan-Jones have each recognized the significant
and immediate value that our proposed transaction offers to ROFIN
stockholders, and have strongly recommended that our stockholders vote FOR
our proposed combination with Coherent."
Thomas Merk, ROFIN's President and Chief Executive Officer said, "We
believe that our proposed transaction with Coherent presents an opportunity
to significantly increase value and we are pleased that each of the leading
proxy advisory firms strongly agrees. The combination of our two companies
will create a better-positioned, highly diversified company with
accelerated innovation and enhanced scale. In addition to the increase in
stockholder value, we are excited for our customers and employees to
benefit from greater resources and growth prospects offered by this
strategic merger."
The Merger Agreement, which both ROFIN's and Coherent's Boards of Directors
unanimously approved, provides for an all-cash transaction valued at
approximately $942 million, or $32.50 per ROFIN share at closing,
representing a 41.7% premium over ROFIN's closing stock price at the close
of trading on March 15, 2016, the last trading day prior to the
announcement of the merger.
ROFIN today also announced that all three leading proxy advisory firms have
each independently recommended that ROFIN stockholders vote FOR the
reelection of all three of ROFIN's director nominees, Carl F. Baasel, Gary
K. Willis and Daniel J. Smoke, at the Annual Meeting, which is scheduled to
be held on June 29, 2016, immediately following the conclusion of the
Special Meeting. All three proxy advisory firms also recommend that ROFIN
stockholders vote at the Annual Meeting FOR ROFIN's governance proposals.
ROFIN's Board of Directors unanimously recommends that stockholders vote
FOR the proposed merger with Coherent at the June 29 Special Meeting. The
failure to vote or an abstention has the same effect as a vote against the
proposed combination. The Board of Directors also urges stockholders to
vote FOR the reelection of the Company's Board nominees and FOR the
Company's other proposals at the Annual Meeting. ROFIN Stockholders of
record at the record date (May 12, 2016) should have received two separate
proxy statements and accompanying proxy cards - one for the Special Meeting
to consider and vote on the Merger Agreement with Coherent and the second
relating to the Annual Meeting and the vote on the election of directors
and the governance and other proposals. In order to vote both (i) for the
merger and (ii) for the reelection of the Company's Board members and
adoption of the Company's governance and other proposals, you must sign,
date and return both your Special Meeting and Annual Meeting proxy cards.
If you have any questions or require assistance in voting your proxy card,
please contact our proxy solicitor:
Georgeson
Banks, Brokers and Stockholders
Call Toll-Free (800) 509-0976
International Stockholders Please Call: (781) 575-2137
Or Contact via E-mail at:
Rofin@georgeson.com
Greenhill & Co., LLC is acting as financial advisor to ROFIN, and Norton
Rose Fulbright US LLP is acting as legal advisor.
About ROFIN
With 40 years of experience, ROFIN-SINAR Technologies is a leading
developer, designer and manufacturer of lasers and laser-based system
solutions for industrial material processing applications. The Company
focuses on developing key innovative technologies and advanced production
methods for a wide variety of industrial applications based on a broad
scope of technologies. The product portfolio ranges from single laser-beam
sources to highly complex systems, covering all of the key laser
technologies such as fiber, ultrashort pulse, solid-state and CO2 lasers,
as well as diode lasers, and the entire power spectrum, from single-digit
watts up to multi-kilowatts, as well as a comprehensive spectrum of
wavelengths or pulse durations and an extensive range of laser components.
ROFIN-SINAR Technologies has its operational headquarters in Plymouth,
Michigan, and Hamburg, Germany, and maintains production facilities in the
US, Germany, UK, Sweden, Finland, Switzerland, Singapore and China. ROFIN
currently has more than 55,000 laser units installed worldwide and serves
more than 4,000 customers. The Company's shares trade on the Nasdaq Global
Select Market under the symbol RSTI and are listed in Germany in the "Prime
Standard" segment of the Frankfurt Stock Exchange under ISIN US7750431022.
ROFIN is part of the Standard & Poor's SmallCap 600 Index and the Russell
2000 Index. Additional information is available on the Company's home page:
www.rofin.com.
Important Additional Information
The Company, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the matters to be considered at the Special
Meeting of ROFIN stockholders and the 2016 Annual Meeting of Stockholders.
The Company has filed a definitive proxy statement with the U.S. Securities
and Exchange Commission (the "SEC") for each of the Special Meeting and
Annual Meeting, in connection with such solicitation of proxies from the
Company's stockholders. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ SUCH PROXY STATEMENTS AND ACCOMPANYING PROXY CARDS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, are set
forth in the definitive proxy statements and other materials filed with the
SEC in connection with the Company's upcoming Special Meeting and Annual
Meeting. Information regarding the direct and indirect beneficial ownership
of the Company's directors and executive officers in the Company's
securities is included in their SEC filings on Forms 3, 4 and 5, and
additional information can also be found in the Company's Annual Report on
Form 10-K, as amended, for the year ended September 30, 2015, and our other
filings with the SEC. Stockholders can obtain the proxy statements, any
amendments or supplements to the proxy statements and other documents filed
by the Company with the SEC for no charge at the SEC's website at
www.sec.gov. Copies will also be available at no charge at the Investor
Relations section of our corporate website at www.rofin.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words
such as: "target," "future," "continue," "anticipate," "believe,"
"estimate," "expect," "strategy," "likely," "may," "should" and similar
references to future periods. Examples of forward-looking statements
include, among others, statements we make regarding future plans, events or
performance, including guidance relating to revenues and earnings per
share; expected operating results, such as revenue growth and earnings;
expected seasonal impact; current or future volatility in the exchange
rates and future economic conditions; anticipated levels of capital
expenditures, including for corporate actions such as share buybacks;
expectations of our long-term financial prospects, margin and cash flow
expansion; and our strategy for growth, product portfolio development,
market position, financial results and reserves.
Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future
plans and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial condition may
differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking
statements include, among others, the following: downturns in the machine
tool, automotive, semiconductor, electronics, photovoltaic, and medical
device industries which may have, in the future, a material adverse effect
on our sales and profitability; the ability of our OEM customers to
incorporate our laser products into their systems; the impact of exchange
rate fluctuations, which may be significant because a substantial portion
of our operations is located in non-US countries; the level of competition
and our ability of to compete in the markets for our products; our ability
to develop new and enhanced products to meet market demand or to adequately
utilize our existing technology; third party infringement of our
proprietary technology or third party claims against us for the
infringement or misappropriation of proprietary rights; the scope of patent
protection that we are able to obtain or maintain; competing technologies
that are similar to or that serve the same uses as our technology; our
ability to efficiently manage the risks associated with our international
operations; risks associated with recent changes in our senior management
personnel; the worldwide economic environment, including specifically but
not limited to in Asia; any adverse impact to us resulting from the
announcement or pendency of the Merger; any adverse impact to us resulting
from the announcement or implementation of any one or more of our cost
reduction programs, as permitted under the Merger Agreement; the
distraction to management and costs resulting from any historical or future
proxy contest; any changes in our board as a result of any future proxy
contest; and such other factors as discussed throughout Part I, Item 1A.
Risk Factors and Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations of our Annual Report on Form
10-K, as amended, for the year ended September 30, 2015. Any forward-
looking statement made by us in this press release is based only on
information currently available to us and speaks only as of the date on
which it is made. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from
time to time, whether as a result of new information, future developments
or otherwise.
# # #
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21.06.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Rofin-Sinar Technologies Inc.
40984 Concept Drive
MI 48170 Plymouth
United States
Phone: + 49 (0)40 - 73363-4256
Fax: + 49 (0)40 - 73363-4138
E-mail: ir@rofin.com
Internet: www.rofin.com
ISIN: US7750431022
WKN: 902757
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart; Nasdaq
End of News DGAP News Service
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