<PAGE> 1
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.
This filing contains the following documents: a press release announcing the
agreement between ASML and Silicon Valley Group, Inc.; Questions and Answers
posed on the ASML Website; Questions and Answers posted on the Silicon Valley
Group Website; a letter to SVG's west coast employees from Papken Der. Torossian
and Doug Dunn; a letter to SVG's west coast employees from Papken Der.
Torossian.
Presentation materials for ASML and SVG.
[ASML LOGO] [SILICON VALLEY GROUP LOGO]
FOR ASML: FOR SVG:
U.S. MEDIA CONTACTS: U.S. INVESTOR CONTACT: U.S. INVESTOR CONTACTS:
Mark Bigelow Doug Marsh Russell Weinstock
480-383-4422 480-383-4006 408-467-5911
Andrea Calise EUROPEAN & ASIAN INVESTOR Nancy Szymansky
Kekst and Company & MEDIA CONTACT 408-467-5870
212-521-4800 Franki D'Hoore
+31.40.268.3938
FOR IMMEDIATE RELEASE
ASM LITHOGRAPHY HOLDING N.V. TO ACQUIRE SILICON VALLEY GROUP INC. IN AN ALL
STOCK TRANSACTION VALUED AT EUR 1.8 BILLION (US$1.6 BILLION)
-- Deal Creates the #1 Provider of Lithography Equipment to the
Worldwide Semiconductor Industry --
-- Transaction Will be Immediately Earnings Positive to ASML --
VELDHOVEN, THE NETHERLANDS AND SAN JOSE, CA, OCTOBER 2, 2000 - ASM Lithography
Holding N.V. [Amsterdam Exchanges and NASDAQ: ASML] and Silicon Valley Group
Inc. [NASDAQ: SVGI] announced today that they have signed a definitive merger
agreement, whereby ASML will acquire SVG in an all stock transaction valued at
approximately EUR 1.8 billion (US$1.6 billion). The Boards of each company have
unanimously approved the transaction. The transaction will be immediately
accretive (earnings positive) to ASML earnings.
The combination creates the number one provider of lithography equipment to the
semiconductor industry in the world. It also extends ASML's product offerings to
include SVG's outstanding photoresist track and thermal product lines. The
lithography equipment sector is growing at a compounded annual growth rate of
30% and is expected to reach EUR 8.7 billion (US$7.7 billion) by 2002 (source:
Dataquest).
Under the terms of the merger agreement, SVG will become a wholly owned
subsidiary of ASML, and SVG stockholders will receive 1.286 ordinary shares of
ASML for each share of SVG common stock they own. Based on the closing price of
ASML and SVG shares as
<PAGE> 2
of September 29, 2000, the exchange ratio represents a 58% premium for SVG
stockholders who will, following the transaction, own approximately 10% of the
combined company. The transaction is intended to be tax-free for SVG
stockholders and will be accounted for as a pooling of interests. The
transaction is subject to SVG stockholder approval, receipt of governmental
approvals and other customary conditions, and is expected to close during the
first half of 2001. U.S.-based SVG will be merged into ASML with its full
product portfolio and manufacturing facilities operating under the ASML
corporate umbrella.
Doug Dunn, Chief Executive Officer of ASML, said, "This acquisition is an
excellent strategic fit with little overlap and is consistent with our mission
of providing leading edge imaging solutions on a continuous basis to improve our
customers' global competitiveness. The addition of SVG is a tremendous
opportunity to enhance our technology potential and leverage future R&D efforts
in next generation technologies."
Mr. Dunn continued, "By combining the core competencies of SVG's speed to market
of new advanced technologies and ASML's ability to introduce and ramp up
production of best-in-class volume production tools, the new entity will be even
better positioned to deliver the most advanced semiconductor technology to the
greatest number of customers worldwide. Furthermore, the combination of the
strong optical expertise of ASML's long-term strategic partner Carl Zeiss and
SVG's significant optical capabilities creates an optical partnership with
mutual benefits for all parties involved and will provide customers with the
most competitive products well into the future."
Papken Der Torossian, Chief Executive Officer of SVG, said, "This is a great
deal for our customers, employees, suppliers and shareholders. By teaming with
ASML, SVG gains the breadth and scope necessary to achieve economies of scale,
optimize the efficiency of its manufacturing facilities, expand its product
innovation efforts and provide professional growth opportunities for employees.
This merger fulfills our longstanding vision of possessing the size and
resources necessary to meet the expected explosive growth in demand in the
semiconductor industry."
2
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Mr. Dunn commented, "Our success to date has been driven by ASML's talented
people worldwide. One of the key drivers of this transaction is to blend SVG's
exceptional intellectual property, as well as its technical expertise and
professional experience, with those of ASML. We plan to build on these
complementary core competencies by making ongoing investments in both our U.S.
and European facilities. We look forward to working with SVG's management and
employees to assure a smooth and seamless transition into one strong, global
company."
Pro Forma sales and net income for the 12-month period ended June 30, 2000 equal
EUR 2,552 million (US$2,558 million) and EUR 255 million (US$256 million),
respectively.
For 1999, ASML reported sales of EUR 1,197 million (US$1,277 million) and net
income of EUR 81 million (US$86 million). For the six-month period ended June
30, 2000, ASML announced sales of EUR 972 million (US$933 million), compared to
EUR 408 million for the six-month period ended June 30, 1999 and net income of
EUR 144 million (US$139 million), compared to EUR 4 million for the six-month
period ended June 30, 1999.
For the fiscal year ended September 30, 1999, a down year in the semiconductor
cycle, SVG reported sales of US$474 million (EUR 430 million) and a net loss of
US$25 million (EUR 23 million). For the nine-month period ended June 30, 2000,
SVG reported sales of US$602 million (EUR 611 million), compared to US$284
million for the nine-month period ended June 30, 1999, and net income of US$31
million (EUR 31 million), compared to a net loss of US$27 million for the
nine-month period ended June 30,1999.
ASML expects that the transaction will not have any significant consequences for
employment and its operations.
Merrill Lynch & Co. advised ASML on this transaction and Credit Suisse First
Boston advised SVG.
3
<PAGE> 4
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
4
<PAGE> 5
exposure tools that use step-and-scan technology; and precision optical
components and systems. The company's web address is www.svg.com.
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act
of 1995: 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 will file a registration
statement on Form F-4 and SVG will file 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 registration
statement and the proxy statement-prospectus (when available) and other
documents filed by ASML and 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 also 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 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 it
becomes available.
# # #
5
<PAGE> 6
QUESTION AND ANSWERS FOR THE ASML WEBSITE
WHAT IS THE STRATEGIC RATIONALE BEHIND THIS TRANSACTION?
This transaction will strengthen the position of both ASML and SVG in the
increasingly competitive, global semiconductor industry. The transaction
combines two leading imaging technology firms to create a premiere supplier of
lithography, photoresist track and thermal technologies. The combination is a
perfect strategic fit that will provide an opportunity for both companies to
increase efficiencies, enhance their technological potential and leverage future
R&D efforts in next generation technologies, which will require significant
investments. This will translate into greater competitiveness for semiconductor
customers, more career opportunities for employees and significant value
enhancement for both companies' shareholders.
WHO IS SVG?
Silicon Valley Group Inc., headquartered in San Jose, CA, is a leading
multi-product manufacturer of automated 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. SVG's products include photoresist processing equipment;
oxidation, diffusion, atmospheric and low-pressure chemical vapor deposition
processing systems; photolithography exposure tools that use step-and-scan
technology; and precision optical components and systems.
For the nine-month period ended June 30, 2000, SVG reported sales of US$602
million and net income of US$31 million. SVG has approximately 38 million fully
diluted shares outstanding.
The company's web address is www.svg.com.
WHAT WILL THE COMBINED COMPANY LOOK LIKE?
The combination creates the number one provider of lithography equipment to the
semiconductor industry worldwide. It also extends ASML's product offerings to
include SVG's outstanding photoresist track and thermal product lines. By
combining SVG's speed to market in new advanced technologies and ASML's ability
to introduce and ramp up production of best-in-class volume production tools,
the new entity will be even better enabled to deliver the most advanced
semiconductor technology to the greatest number of customers.
<PAGE> 7
Financially, the combined company will be very strong: the transaction is an
all-stock transaction that will be immediately accretive to ASML's earnings. Pro
forma sales and net income for the 12-month period ended June 30, 2000 equal EUR
2,552 million (US$2,558 million) and EUR 254 million (US$255 million),
respectively.
WHAT ARE THE TERMS OF THE AGREEMENT?
The definitive merger agreement provides that ASML will acquire SVG in an all-
stock transaction. The transaction, based on Friday, September 29th closing
prices, is valued at approximately EUR 1.8 billion (US$1.6 billion). The
agreement provides for the merger of a wholly owned subsidiary of ASML into SVG,
with SVG continuing as a subsidiary of ASML. Each share of SVG will be converted
into 1.286 shares of ASML.
WHO WILL BE THE CEO OF THE COMPANY?
Doug Dunn, CEO and Chairman of ASML, will be the Chief Executive Officer of the
combined company.
HOW DOES THIS TRANSACTION HELP ASML? WHY DO YOU THINK THIS IS A GOOD MATCH?
This a perfect strategic fit that offers a number of advantages for ASML. By
acquiring SVG, ASML will be able to extend its optics knowledge and improve its
technological capability. ASML will also be able to expand its customer base in
the U.S. marketplace, secure talented human resources, obtain technologically
advanced manufacturing facilities, and benefit from SVG's customer support
network. In short, this combination strengthens and solidifies ASML's position
as a premier supplier of imaging solutions for the U.S., Asian and European
markets.
HOW DO SVG'S THERMAL AND TRACK DIVISIONS FIT INTO ASML'S STRATEGY?
All the divisions of SVG are complementary and excellent extensions of ASML's
business. SVG's Thermal Systems Division is currently delivering thin film
application solutions to its lithography division and ASML will explore how it
can take advantage of these capabilities. As an integral offshoot of the
lithography process, SVG's photoresist track is an extension of ASML's core
competencies.
<PAGE> 8
HOW WILL THIS DEAL AFFECT ASML'S TECHNOLOGICAL INNOVATION?
ASML and SVG each have successful track records in the area of product
innovation, the establishment of knowledge-sharing networks and the strength of
R&D. By merging the investment costs of innovation and broadening our
engineering base, this acquisition will strengthen ASML's long-standing ability
to plan and deliver the technology road maps that will keep our customers
consistently ahead in an increasingly competitive industry.
WHAT DOES THIS DEAL MEAN FOR YOUR RELATIONSHIP WITH CARL ZEISS?
Our relationship with Carl Zeiss has always been, and will continue to be, a top
priority for us. Their optical elements are integral components to our
lithography systems and we see no end in sight to our mutually beneficial
relationship. We have spoken to Carl Zeiss and they have expressed their support
of the transaction. Our mutual plan is to have the SVG optical element and Carl
Zeiss division work closely in partnership.
HOW DOES THIS DEAL AFFECT EMPLOYEES?
One of the strategic rationales for this transaction was to gain the valuable
talent of SVG employees. After the transaction closes, ASML will provide
benefits to SVG employees that are, in the aggregate, just as favorable as those
they enjoy today. This merger will also provide employees with new and exciting
career opportunities.
WHAT WILL HAPPEN DURING THE TRANSITION PERIOD?
Work will continue as usual. Because SVG will be a subsidiary and due to the
complementary nature of our businesses, we expect the transition process to be
smooth and seamless. During this process we will ensure that no employees are
disadvantaged by this merger.
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act
of 1995: 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.
<PAGE> 9
In connection with the proposed transaction, ASML will file a registration
statement on Form F-4 and SVG will file 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 registration
statement and the proxy statement-prospectus (when available) and other
documents filed by ASML and 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 also 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,
Boris Lipkin and Steven L. Jensen. 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 it becomes available.
<PAGE> 10
QUESTION AND ANSWERS FOR SILICON VALLEY GROUP WEBSITE
WHAT IS THE STRATEGIC RATIONALE BEHIND THIS TRANSACTION?
This transaction will strengthen the position of both ASML and SVG in the
increasingly competitive, global semiconductor industry. The transaction
combines two leading imaging technology firms to create a premiere supplier of
lithography, photoresist track and thermal technologies. The combination is an
excellent strategic fit that will provide an opportunity for both companies to
increase efficiencies, enhance their technological potential and leverage future
R&D efforts in next generation technologies. This will result in greater
competitiveness for semiconductor customers, more career opportunities for
employees and significant value enhancement for the shareholders of both
companies.
WHO IS ASML?
ASML, based 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.
For the six-month period ended June 30, 2000, ASML reported sales of EUR 972
(US$933 million) and net income of EUR 144 million (US$139 million). ASML has
approximately 435.6 million fully diluted shares outstanding.
The company's web address is www.asml.com.
WHAT WILL THE COMBINED COMPANY LOOK LIKE?
The combination creates the number one provider of lithography equipment to the
semiconductor industry worldwide. It also extends ASML's product offerings to
include SVG's outstanding photoresist track and thermal product lines. By
combining SVG's speed to market in new advanced technologies and ASML's ability
to introduce and ramp up production of best-in-class volume production tools,
the new entity will be even better enabled to deliver the most advanced
semiconductor technology to the greatest number of customers.
Financially, the combined company will be very strong with Pro forma sales and
net income for the 12-month period ended June 30, 2000 equal to EUR 2,552
million (US$2,558 million) and EUR 255 million (US$256 million), respectively.
<PAGE> 11
WHAT ARE THE TERMS OF THE AGREEMENT?
ASML will acquire SVG in an all stock transaction whereby each share of SVG will
be converted into 1.286 shares of ASML. The transaction, based on Friday,
September 29th closing prices, is valued at approximately EUR 1.8 billion
(US$1.6 billion) and is immediately accretive (earnings positive) to ASML. The
agreement provides for the merger of a wholly owned subsidiary of ASML into SVG,
with SVG continuing as a subsidiary of ASML.
WHO WILL BE THE CEO OF THE COMBINED COMPANY?
Doug Dunn, CEO and Chairman of ASML, will be the Chief Executive Officer of the
combined company.
HOW DOES THIS TRANSACTION HELP SIGMA? WHY DO YOU THINK THIS IS A GOOD MATCH?
By teaming with Alpha, Sigma will be able to significantly extend its customer
resource base, improve its economies of scale through higher volume sales,
optimize the efficiency of its manufacturing facilities and expand its Track and
Thermal divisions. In short, the combination strengthens and solidifies the
combined company's position as a premier supplier of semiconductor capital
equipment worldwide.
HOW DO SVG'S THERMAL AND TRACK DIVISIONS FIT INTO ASML'S STRATEGY?
SVG's non-lithography businesses are complementary and excellent extensions of
ASML's business. SVG's Thermal Systems Division is currently delivering thin
film application solutions to its lithography division and ASML will explore how
it can further leverage these capabilities. SVG's photoresist track division is
an integral offshoot of the lithography process, which will enable ASML to
extend its core competencies.
HOW WILL THIS DEAL AFFECT SVG'S TECHNOLOGICAL INNOVATION?
ASML and SVG each have an R&D-focused culture and successful track records in
product innovation and the establishment of knowledge-sharing networks. By
merging the investment costs of innovation and broadening our engineering base,
this acquisition will strengthen the combined company's ability to plan and
deliver the technology road maps that will keep our customers consistently ahead
<PAGE> 12
in an increasingly competitive industry and will deliver substantial long-term
cost savings.
HOW DOES THIS DEAL AFFECT EMPLOYEES?
A primary objective of this transaction is to gain the valuable talent of SVG
employees. After the transaction closes, ASML will provide benefits to SVG
employees that are, in the aggregate, just as favorable as those they enjoy
today. This merger will also provide employees with new and exciting career
opportunities.
WHAT WILL HAPPEN DURING THE TRANSITION PERIOD?
Work will continue as usual. Due to the complementary nature of our businesses,
we expect the transition process to be smooth and seamless. During this process,
we will ensure that no employees are disadvantaged by this merger.
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act
of 1995: 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 will file a registration
statement on Form F-4 and SVG will file 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 registration
statement and the proxy statement-prospectus (when available) and other
documents filed by ASML and 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 also 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,
Boris Lipkin and Steven L. Jensen. 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 it becomes available.
<PAGE> 13
[SILICON VALLEY GROUP, INC. LOGO]
October 2, 2000
To: SVG West Coast Employees
From: Papken Der Torossian
Doug Dunn (CEO of ASM Lithography)
Subject: Employee Meeting
Early this morning, ASML and SVG jointly announced their intention to combine
forces in a new entity that will create the #1 provider of lithography equipment
to the semiconductor industry. The transaction will also extend ASML's product
offerings to include SVG's outstanding Track and Thermal divisions.
Following the announcement, we traveled together to SVG's Connecticut facilities
to meet in person with SVG employees and discussed the exciting potential this
transaction creates for all SVG employees, customers and suppliers. Over the
next several days, we will also be meeting and talking with investors, customers
and suppliers of both companies as we make our way to West Coast. Our goal is to
get together with you in person on (Thursday) when we are in the West Coast to
present to you the highlights of the transaction and to answer any and all of
your questions. You will be notified by your respective supervisors in the West
Coast as to the precise time and place these meetings will take place.
For now, it is very important for each of you to know that the vision behind
this transaction was to fulfill the growth objectives of each of our respective
companies by bringing together the strengths that we bring to bear for the
benefit of our clients.
As there is very little overlap between our two companies, you should know it is
our full intention that there will be no layoffs. In fact, we are committed to
providing each of you opportunities, under the new company, whereby you can
enhance your career in this exciting industry.
Attached is a copy of the press release which was issued earlier today. We look
forward to meeting with you later this week.
In the meantime, should you have any questions, please call Boris Lipkin,
Corporate Vice President of Human Resources at 408 467-5921.
--------------------------------------------------------------------------------
IN CONNECTION WITH THE PROPOSED TRANSACTION, ASML WILL FILE A REGISTRATION
STATEMENT ON FORM F-4 AND SVG WILL FILE 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 REGISTRATION
STATEMENT AND THE PROXY STATEMENT-PROSPECTUS (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED BY ASML AND 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 AND THE SEC MAY ALSO BE OBTAINED FROM ASML BY DIRECTING A REQUEST TO
ASML, ATTENTION: FRANKI D'MOORE (+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, BORIS LIPKIN. COLLECTIVELY, AS OF SEPTEMBER 29, 2000, THE
DIRECTORS AND EXECUTIVE OFFICERS OF SVG MAY BE DEEMED TO BENEFICIALLY OWN UP TO
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 IT BECOMES AVAILABLE.
--------------------------------------------------------------------------------
<PAGE> 14
[SILICON VALLEY GROUP, INC. LOGO] SILICON VALLEY GROUP, INC.
October 2, 2000
Dear SVG Employees:
I am extremely happy to announce that Silicon Valley Group Inc. and ASM
Lithography B.V. have signed a definitive agreement on October 1, 2000 to
combine their respective businesses to create one of the best positioned
companies in the Lithography, Track and Thermal processing market segments. The
combined business will potentially be one of the leading semiconductor
equipment companies in the world. For further details, please see the attached
press release.
The combination of ASM Lithography and Silicon Valley Group is a perfect
strategic fit for both companies. The acquisition will greatly augment the
capabilities of both companies to address the immense technology and business
challenges of our highly competitive industry and will add significant value
for our employees and shareholders.
The combined business will be better positioned for high growth in lithography,
track and thermal processing segments, thereby creating newer and better
opportunities for you in the following years. You have contributed greatly to
the growth of Silicon Valley Group over the years and I THANK YOU FOR YOUR HELP
AND SUPPORT. Your continued support will enable this new company to realize its
full potential to help our customers win. And when our customers win, we all
win.
In the next few days, I would like to meet with you to discuss this new
business development and introduce the CEO and President of ASM Lithography
B.V., Doug Dunn. I am trying to meet with you as quickly as possible but
physical and geographical limitations make it imperative to hold the meetings
on different days at various locations (as shown in the following schedule).
The Divisional Presidents will provide further details about these meetings.
EMPLOYEE MEETING SCHEDULE
- MONDAY, 10/2/00, 9:45 AM: LITHOGRAPHY DIVISION, WILTON
- THURSDAY, 10/5/00, 8:30 AM: TRACK, TINSLEY, CORPORATE AT NAPERDEK
HALL SAN JOSE
- THURSDAY, 10/5/00, 11:00 AM: THERMAL, SCOTTS VALLEY
- FRIDAY, 10/6/00, 08:30 AM: THERMAL SYSTEMS, ORANGE COUNTY
IN CONNECTION WITH THE PROPOSED TRANSACTION, ASML WILL FILE A REGISTRATION
STATEMENT ON FORM F-4 AND SVG WILL FILE 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 REGISTRATION
STATEMENT AND THE PROXY STATEMENT-PROSPECTUS (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED BY ASML AND SVG WITH THE SECURITIES AND
<PAGE> 15
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 AND THE SEC MAY ALSO 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. ARTARDO,
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, BORIS LIPKIN. COLLECTIVELY, AS OF SEPTEMBER 29, 2000, THE
DIRECTORS AND EXECUTIVE OFFICERS OF SVG MAY BE DEEMED TO BENEFICIALLY OWE UP TO
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 IT BECOMES AVAILABLE.
