Exhibit 2
For Immediate Release
A T M I IMPLEMENTS STOCKHOLDER RIGHTS PLAN
DANBURY, CT -- October 16, 2000 --A T M I, Inc. (Nasdaq: ATMI), today
announced that its Board of Directors has approved a Stockholder Rights Plan,
effective October 13, 2000, and declared a dividend distribution of one Stock
Purchase Right on each outstanding share of the Company's Common Stock.
The Rights are designed to assure that all of the Company's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, squeeze-outs, open market
accumulations and other abusive tactics to gain control of the Company without
addressing the legitimate interests of the Company and its stockholders. The
Plan is not designed or intended to prevent an acquisition of ATMI on terms that
are favorable and fair to all stockholders, unless at the time the interests of
the Company and its stockholders would be better served by remaining
independent. The Rights Plan was not adopted in response to any specific effort
to acquire control of the Company and the directors of ATMI are not aware of any
such effort.
Under the Rights Plan, the Rights will be exercisable if a person or group
acquires 15 percent or more (20 percent or more in the case of certain
acquisitions by institutional investors) of the Company's Common Stock. Once the
Rights become exercisable, each Right will entitle stockholders (other than such
acquiring person or members of such acquiring group) to purchase a number of
shares of Common Stock having a market value equal to twice the exercise price
of $175.00. In addition, if a tender offer for 15 percent or more of the
Company's Common Stock has been announced but has not been consummated, the
Rights will become exercisable 10 business days after the announcement (unless
the Company's Board takes action delaying such exercisability) for the purchase
at the exercise price of one one-hundredth of a share of the Company's Junior
Participating Preferred Stock.
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A T M I Implements Stockholder Rights Plan -- Page 2
If the Company is acquired in a merger or other business combination
transaction, each holder of a Right will be entitled to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value equal to twice such exercise price.
Prior to the acquisition by a person or group of beneficial ownership of 15
percent or more (20 percent or more in the case of certain acquisitions by
institutional investors) of the Common Stock, the Rights are redeemable for one
cent per Right at the option of the Board of Directors.
The Rights Plan does not affect the acquisition or ownership of stock by
the Company, any subsidiary or any employee benefits plan of the Company.
The dividend distribution will be made on November 9, 2000, payable to
stockholders of record on that date, and will also attach to shares of Common
Stock issued by the Company after that date. Until the Rights become
exercisable, the Rights will trade with the Common Stock and will not be
evidenced by separate certificates. Upon the Rights becoming exercisable, the
Rights will trade separately from the Common Stock and as soon as practicable
thereafter, separate certificates evidencing the Rights will be mailed to the
holders of record of the Common Stock as of the close of business on the date
such event occurs and, thereafter, the separate Rights certificates alone will
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represent the Rights. The Rights distribution is not taxable to stockholders.
The Rights will expire on October 12, 2010.
A T M I provides specialty materials, and related equipment systems and
services for the worldwide semiconductor industry.
Statements which are not historical information are forward looking,
and involve risks and uncertainties, including, but not limited to: changes in
semiconductor industry growth or A T M I's markets; competition, problems, or
delays developing and commercializing new products; problems or delays in
integrating acquired operations and businesses into A T M I; and other factors
discussed in A T M I's filings with the Securities and Exchange Commission. Such
risks and uncertainties could cause actual results to differ from those
projected.
http://web.atmi.com
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A T M I Implements Stockholder Rights Plan -- Page 3
For more information contact:
Dan Sharkey, CFO
A T M I
203/794-1100
[email protected]
