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Filed by Silicon Valley Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934.
Subject Company: Silicon Valley Group, Inc.,
Commission File No.: 0-11348.
PRESS RELEASE
ASM LITHOGRAPHY HOLDING N.V. AND SILICON VALLEY GROUP, INC. ANNOUNCE EARLY
TERMINATION OF ANTITRUST WAITING PERIOD
VELDHOVEN, The Netherlands & SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 6,
2000--ASM Lithography Holding N.V. (ASML) and Silicon Valley Group, Inc. (SVGI)
jointly announced today that they have received early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with
respect to the merger of the companies, which means that the merger has been
cleared for United States antitrust purposes.
Consummation of the merger remains subject to approval by SVG's stockholders,
other U.S. and international regulatory approvals and other customary closing
conditions. Subject to the stockholder approval and satisfaction or waiver of
all closing conditions, the merger is expected to close in early 2001. For more
information about the merger agreement and the combining company, please see the
October 2, 2000 press release announcing the transaction at www.asml.com.
About ASML
ASML, headquartered in Veldhoven, The Netherlands, was founded in 1984 to bring
advanced microlithography systems to the global semiconductor industry. The
company develops, manufactures and services lithography systems, known as wafer
steppers and step-and-scan systems. The company supplies its products to
integrated circuit manufacturers, worldwide, that use them to produce
semiconductors.
The company has successfully leveraged its technology and, today, is recognized
as supplying the world's most productive imaging systems. From 1998 to 1999, the
company's sales increased from EUR 779 million (US$875 million) to EUR 1,197
million (US$1,277 million). ASML's total installed base is now more than 1,500
systems.
Leveraging a high-technology network that includes Phillips Research
Laboratories, Phillips Center for Fabrication Technology, Carl Zeiss, IMEC and
Agilent enables ASML to offer its customers the most advanced imaging technology
and fully developed products on the market.
ASML's manufacturing operations and its pilot development and R&D facilities are
located at its global headquarters in Veldhoven. In addition, ASML maintains
state-of-the-art applications and training facilities in Veldhoven; at its US
headquarters in Tempe, Arizona; and in Korea and Taiwan. Today, it employs more
than 3,700 employees. The company's web address is www.asml.com
About SVG
SVG, headquartered in San Jose, California, was founded in 1977 and is a leading
supplier of wafer processing equipment for the worldwide semiconductor industry.
The company designs, manufactures and markets technically sophisticated
equipment used in the primary stages of semiconductor manufacturing. Its
products include: photoresist processing equipment; oxidation, diffusion and
low-pressure chemical vapor deposition processing systems; atmospheric pressure
chemical vapor deposition systems; lithography exposure tools that use
step-and-scan technology; and precision optical components and systems. The
company's web address is www.svg.com.
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"SAFE HARBOR" STATEMENT UNDER THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995:
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This press release contains certain "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements contained herein include statements about future financial and
operating results and benefits of the pending merger between ASML and SVG.
Factors that could cause actual results to differ materially from those
described herein include: the inability to obtain regulatory approvals; actions
of the U.S., foreign and local governments; the inability to successfully
integrate the businesses of ASML and SVG; costs related to the merger; labor
integration issues; the economic environment of the semiconductor industry; and
the general economic environment. More detailed information about these factors
is set forth in the reports filed by ASML and SVG with the Securities and
Exchange Commission. Neither ASML nor SVG is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
In connection with the proposed transaction, ASML has filed a registration
statement on Form F-4 and SVG has filed a proxy statement-prospectus, each with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement and the proxy statement-prospectus
when they become available because they will contain important information.
Investors and security holders may obtain a free copy of the proxy
statement-prospectus (when available) and other documents filed by SVG with the
Securities and Exchange Commission at the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of the registration statement (when
available) and other documents filed by ASML with the SEC may be obtained from
ASML by directing a request to ASML, Attention: Franki D'Hoore (+31 40)
268-3938. Free copies of the proxy statement-prospectus (when available) and
other documents filed by SVG with the SEC may also be obtained from SVG by
directing a request to SVG, Attention: Manager of Investor Relations (408)
467-5870.
SVG and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from SVG stockholders in favor of the merger. These
directors and executive officers include the following: Michael J. Attardo,
Papken S. Der Torossian, William A. Hightower, William L. Martin, Nam P. Suh,
Lawrence Tomlinson, Russell G. Weinstock, John Shamaly, Jeffrey M. Kowalski,
Steven L. Jensen and Boris Lipkin. Collectively, as of September 29, 2000, the
directors and executive officers of SVG may be deemed to beneficially own
approximately 5% of the outstanding shares of SVG common stock. Investors and
security holders may obtain additional information regarding the interests of
the participants by reading the registration statement and proxy
statement-prospectus when each becomes available.
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CONTACT:
FOR ASML
U.S. Media Contacts
Mark Bigelow, 480/383-4422
or
U.S. INVESTOR CONTACT:
Doug Marsh, 480/383-4006
or
KEKST AND COMPANY
Andrea Calise, 212/521-4800
or
EUROPEAN & ASIAN INVESTOR & MEDIA CONTACT:
Franki D'Hoore, +31.40.268.3938
or
FOR SVG
U.S. Investor Contacts:
Russell Weinstock, 408/467-5911
Nancy Szymanski, 408/467-5870
