TOKYO, Oct. 11, 2012 /PRNewswire/ -- Tokyo Electron
Limited ("Tokyo Electron"; Headquarters: Tokyo; President and CEO: Hiroshi Takenaka) (TSE: 8035) announced today
that the tender offer by Tokyo Electron's wholly-owned subsidiary,
RB Merger Corp., for all outstanding shares of common stock of FSI
International, Inc. ("FSI"; Headquarters: Chaska, Minnesota, USA; Chairman and CEO:
Donald Mitchell) (NASDAQ: FSII) for
$6.20 in cash for each share of FSI
common stock (the "Offer Price") has been completed.
The tender offer expired at 12:00 midnight, New York City time on Wednesday, October 10, 2012. As of the
expiration of the tender offer, 35,259,572 shares of FSI's common
stock had been validly tendered and not withdrawn (not including
1,071,523 shares tendered pursuant to the guaranteed delivery
procedures provided for in the offer), which represents
approximately 89.50% of the outstanding shares of FSI common
stock. All shares of FSI common stock that were validly
tendered and not withdrawn immediately prior to the expiration of
the offer have been accepted by RB Merger Corp. for payment.
Tokyo Electron will purchase and pay for all such shares
promptly.
Tokyo Electron will be exercising its top-up option under the
merger agreement to purchase newly issued shares from FSI at the
Offer Price. Tokyo Electron intends to complete the
acquisition process by effecting a short-form merger pursuant to
Minnesota law without a vote or
meeting of FSI's remaining shareholders. The merger is
expected to be consummated later today.
Goldman Sachs served as exclusive financial adviser to Tokyo
Electron in connection with the acquisition and as the dealer
manager, and Jones Day is its legal
adviser. Barclays served as exclusive financial adviser to
FSI in connection with the acquisition, and Faegre Baker Daniels
LLP is its legal adviser.
About Tokyo Electron
Tokyo Electron Limited, established in 1963, is a leading
supplier of innovative semiconductor and FPD production equipment
worldwide. Product lines include coater/developers,
oxidation/diffusion furnaces, dry etchers, CVD systems, surface
preparation systems, gas cluster ion beam technologies, and test
systems. To support this diverse product base, Tokyo Electron has
strategically located research & development, manufacturing,
sales, and service locations all over the world. Tokyo Electron is
a publicly held company listed on the Tokyo Stock Exchange. More
information about Tokyo Electron is available at www.tel.com.
Forward Looking Statements
This press release contains forward-looking statements that are
not historical facts and are subject to risks and uncertainties
that could cause actual results to differ materially from those
described. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. Forward-looking statements in this press release
include statements regarding the anticipated timing of filings and
approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; and any
statements of assumptions underlying any of the foregoing.
All forward-looking statements are based largely on current
expectations and beliefs concerning future events, approvals and
transactions that are subject to substantial risks and
uncertainties. Factors that may cause or contribute to the
actual results or outcomes being different from those contemplated
by forward-looking statements include risks and uncertainties
associated with the transaction with FSI and the integration of
FSI, including uncertainties as to the timing of
the merger. These forward-looking statements speak only
as of the date of this communication and Tokyo Electron assumes no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or
developments or otherwise, except as required by law.
SOURCE Tokyo Electron Ltd.