Asyst Technologies Amends Shareholder Rights Plan

Wed Jul 9, 2008 11:00pm EDT
 
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FREMONT, Calif.--(Business Wire)--
Asyst Technologies, Inc. (Nasdaq:ASYT) announced that earlier
today its Board of Directors has amended and restated its Shareholder
Rights Plan which was adopted on June 25,1998 (the "Prior Plan").
Among other changes, the amended plan extends the current term by 12
months. The amended plan also includes a "qualified offer" provision,
under which shareholders can require the Board to redeem the rights
under the plan and allow an offer to purchase the Company that meets
certain criteria to proceed. The Prior Plan had been scheduled to
expire on July 10, 2008.

   Asyst's Amended and Restated Shareholder Rights Plan (the "Amended
Plan"), effective as of July 9, 2008, is designed to ensure that all
of the Company's shareholders continue to receive fair and equal
treatment in the event of any unsolicited attempted takeover of the
Company and to protect shareholders from partial tender offers, open
market accumulations and other potentially abusive or coercive tactics
to gain control of the Company without offering an adequate price to
all shareholders.

   As was the case with the Prior Plan, the Amended Plan is not
intended to prevent a takeover. Instead, it is intended to encourage
anyone seeking to acquire the Company to negotiate with the Company's
Board of Directors prior to attempting a takeover in order to ensure
that any takeover reflects an adequate price and that shareholders'
interests are protected. The Amended Plan is intended to continue to
enable all of the Company's shareholders to realize the long-term
value of their investment in the Company.

   As a result of the Board's adoption of the Amended Plan, each
preferred stock purchase right (a "Right"), which was previously
distributed to Asyst's common shareholders under the Prior Plan,
entitles the holder, if and when the Right becomes exercisable, to buy
one one-thousandth of a share of Asyst's Series A Junior Participating
Preferred Stock for $12.50.

   Initially, the Rights will be represented by the Company's Common
Stock certificates and will not be exercisable. If any person or group
becomes the beneficial owner of 15 percent or more of Asyst's Common
Stock (which, as provided in the Amended Plan, includes stock
referenced in derivative transactions and securities), then each Right
not owned by such Acquiring Person will entitle its holder to
purchase, at the Right's then-current exercise price, shares of Common
Stock having a market value of twice the Right's then-current exercise
price. In addition, if, after any person has become an Acquiring
Person, the Company is involved in a merger or other business
combination transaction with another person, each Right will entitle
its holder (other than such Acquiring Person) to purchase, at the
Right's then-current exercise price, common shares of the acquiring
company having a value of twice the Right's then-current exercise
price.

   The Company may redeem the Rights at a price of $0.001 per Right
at any time prior to the date on which any person has become an
Acquiring Person. In addition, the Amended Plan includes a Qualified
Offer provision, which provides that if an offer is made for the
Company's outstanding Common Stock which meets certain pre-determined
criteria set forth in the Amended Plan, the record holders of 10
percent of the outstanding Common Stock (other than shares held by the
offeror and its affiliates) may after 90 business days direct the
Company to call a special shareholders' meeting to consider a
resolution authorizing a redemption of the Rights. If the special
meeting is not held within 90 business days of being called or if the
holders of a majority of the outstanding Common Stock (other than
shares held by the offeror and its affiliates) vote in favor of the
redemption of the Rights, then the Company's Board will redeem the
Rights or take such other actions necessary to prevent the Rights from
interfering with the consummation of the Qualified Offer.

   The Amended Plan will continue in effect until the close of
business at 5:00 p.m., EDT, on July 8, 2009, unless earlier redeemed
or terminated by Asyst, as provided in the Amended Plan.

   Details of the Amended Plan, including a copy of the Amended Plan,
will be filed with the SEC in a Current Report on Form 8-K.

   About Asyst

   Asyst Technologies, Inc. is a leading provider of integrated
automation solutions that enable semiconductor and flat panel display
(FPD) manufacturers to increase their manufacturing productivity and
protect their investment in materials during the manufacturing
process. Encompassing isolation systems, work-in-process materials
management, substrate-handling robotics, automated transport and
loading systems, and connectivity automation software, Asyst's
modular, interoperable solutions allow chip and FPD manufacturers, as
well as original equipment manufacturers, to select and employ the
value-assured, hands-off manufacturing capabilities that best suit
their needs. Asyst's homepage is http://www.asyst.com

   IMPORTANT INFORMATION / SOLICITATION PARTICIPANTS LEGEND

   Asyst Technologies, Inc. plans to file with the SEC and make
available to its shareholders a proxy statement and a white proxy card
in connection with its 2008 annual meeting, and advises its
shareholders to read the proxy statement relating to the 2008 annual
meeting when it becomes available, because it will contain important
information. Shareholders may obtain a free copy of the proxy
statement and other documents (when available) that Asyst files with
the SEC at the SEC's website at www.sec.gov. The proxy statement and
these other documents may also be obtained for free from Asyst by
directing a request to Asyst Technologies, Inc., Attn: Investor
Relations, John Swenson, 46897 Bayside Parkway, Fremont, California
94538, or from Asyst at www.asyst.com.

   Asyst, its directors and named executive officers may be deemed to
be participants in the solicitation of Asyst's shareholders in
connection with its 2008 annual meeting. Shareholders may obtain
information regarding the names, affiliations and interests of such
individuals in Asyst's proxy statement filed with the SEC on July 27,
2007, for the 2007 annual meeting. To the extent such individuals'
holdings of Asyst securities have changed since the information set
forth in that proxy statement, such changes have been reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.

   "Asyst" is a registered trademark of Asyst Technologies, Inc. All
Rights Reserved.

Asyst Technologies, Inc.
John Swenson, 510-661-5000 (Investors)
or
Sard Verbinnen & Co.
Paul Kranhold/Andrew Cole, 415-618-8750 (Media)

Copyright Business Wire 2008

 

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