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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.
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. AND SILICON VALLEY GROUP, INC.
ANNOUNCE INTENT TO WITHDRAW AND REFILE THEIR PETITION FOR EXON - FLORIO REVIEW
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VELDHOVEN, THE NETHERLANDS AND SAN JOSE, CA - JANUARY 8, 2001 - ASM Lithography
Holding N.V. (Amsterdam Exchanges and NASDAQ: ASML) and Silicon Valley Group,
Inc. (NASDAQ: SVGI) today announced that in order to provide additional time to
address certain U.S. government inquiries pertaining to the pending merger, the
companies, on Friday, January 5, 2001, voluntarily requested the withdrawal of
their filing in connection with the Exon-Florio review process and plan to
refile their petition by the end of the month.
Doug Dunn, Chief Executive Officer of ASML, said, "This initiative, done in good
faith and full cooperation with U.S. government officials, is consistent with
our resolve to complete this transaction in a timely fashion. By refiling the
petition, we believe that we will be able to be more responsive to the U.S.
government's review, providing them some additional time to finalize their work
and thereby advance the approval process."
Exon-Florio is the common name for the review process the U.S. government uses
to screen acquisitions of U.S. companies such as Silicon Valley Group by foreign
entities such as ASML. The review, which is performed by the Committee on
Foreign Investment in the United States, is authorized by the Exon-Florio
Amendment to the Defense Production Act of 1950.
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Having already received antitrust clearance, the consummation of the merger
agreement remains subject to the Exon-Florio review process, approval by SVG's
stockholders and other customary conditions.
For more information about the merger agreement and the combining companies,
please see the October 2, 2000 press release announcing the transaction at
www.asml.com or www.svg.com and the proxy statement-propsectus related to the
merger on file with Securities and Exchange Commission and available at
www.sec.gov.
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 Philips Research
Laboratories, Philips 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.
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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.
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 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 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 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 Tomlison, Russell G. Weinstock, John Shamaly, Steven L. Jensen, Jeffrey
M. Kowalski, and Borris Lipkin.
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Collectively, as of December 20, 2000, the directors and executive officers of
SVG may be deemed to beneficially own approximately 5.29% 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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"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.
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