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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
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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 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."
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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."
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.
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.
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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.
"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
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obtain additional information regarding the interests of the participants by
reading the registration statement and proxy statement-prospectus when it
becomes available.
