Mar 11 2008
Sumitomo Heavy Industries, Ltd., together with TPG, a minority partner and financing source for the transaction, today announced that it has revised its proposal to acquire Axcelis Technologies, Inc. to increase the offer price to $6.00 per share in cash, from the previously announced proposal of $5.20 per share. The revised proposal, which values Axcelis at $630 million, represents a 48.5% premium to Axcelis’ closing share price of $4.04 on February 8, 2008, the last trading day before SHI’s initial proposal was made public. In making the proposal, Chairman of the Board, Yoshio Hinoh, sent the following letter to the Board of Directors of Axcelis.
March 10, 2008
Members of the Board of Directors
Axcelis Technologies, Inc.
108 Cherry Hill Drive
Beverly, MA 01915-1053
Dear Sirs & Madam:
We are disappointed by your rejection of our February 4, 2008 proposal to acquire Axcelis and your refusal to meet with us to have meaningful discussions about a possible combination. Over the last several weeks, SHI has had a very constructive dialogue with a limited number of Axcelis shareholders representing a substantial majority of the outstanding shares.
Based in part on this dialogue with shareholders, we are increasing our proposed price to $6.00 per share in cash, valuing Axcelis at $630 million. This revised proposal represents a very substantial 48.5% premium to Axcelis' closing stock price of $4.04 on February 8th, the last trading day before our first proposal was made public, and it exceeds precedent premiums on similar transactions in the semiconductor capital equipment industry. We firmly believe this is a full and fair price, and our proposal provides Axcelis shareholders a unique opportunity to immediately receive value superior to what Axcelis would be able to achieve on its own.
We do not intend to increase our price again. We have revised our proposal because we strongly believe bringing our companies together quickly is in the best interest of all involved, including Axcelis and its stockholders, employees, and customers.
As we have said before, our proposal is not contingent upon financing. We are prepared to engage with you immediately to negotiate an agreement and complete customary confirmatory due diligence which would include, among other things, a review of accounting records, financial projections, and verification of the status of the Optima product line. Upon execution of the definitive agreements, we would expect to promptly secure regulatory approvals.
A combination of Axcelis, SHI and SEN would allow us collectively to return to a leadership position in the ion implant market through our combined technological strength and collective ability to increase investment. The combined entity would further benefit from access to TPG, a leading global private investment firm with an outstanding track record in the semiconductor industry, which is our minority partner and financing source in this transaction. All of these attributes will make the combined company an exciting environment for our employees and a better partner for our customers.
Our proposal is based on publicly available information, is non-binding, and is subject to execution of definitive agreement. We would encourage you to meet with us promptly, permit us to commence due diligence immediately and concurrently negotiate a definitive agreement.
We have listened to your shareholders and responded. We encourage you to do the same.
Sincerely,
Sumitomo Heavy Industries, Ltd.
Yoshio Hinoh
Chairman of the Board