Veldhoven, the Netherlands, May 31, 2007
ASML Holding NV (ASML) today announced that it will further optimize its capital structure through a return of approximately €960 million to shareholders in combination with a reverse stock split.
“ASML has clearly shown its ability to be profitable throughout industry cycles and generate cash above its operational needs,” said Peter Wennink, Chief Financial Officer of ASML. “We are committed to return excess cash to our shareholders and to regularly review the efficiency of our capital structure. We have concluded that our debt-to-equity ratio could be further optimized and have undertaken initiatives to address that issue. We feel that the capital repayment combined with a reverse stock split will allow us to create additional value for our shareholders. “
ASML believes that, within the current Dutch regulatory tax environment, the most efficient method to return cash to shareholders is through a capital repayment. This capital repayment will be effected by paying a total cash distribution of approximately €960 million to the shareholders as repayment of capital of €2.04 per share, and will be combined with a subsequent reduction of the number of outstanding ordinary shares by 11% through a 8 for 9 reverse share split.
An Extraordinary General Meeting of Shareholders will be held on July 17, 2007 (the 'EGM') to vote on the proposed capital repayment and share reduction plan. ASML has set a record date of June 18, 2007, for participation at the EGM. Convocation of the EGM and distribution of all relevant materials is expected to be on or about June 14, 2007.
At this meeting, ASML will propose:
- Conversion of €2.10 per ordinary share of the share premium reserve into nominal ordinary share capital
- Reduction of the adjusted nominal value of each ordinary share through a distribution of a cash amount of €2.04 per ordinary share
- Consolidation of all outstanding ordinary shares at a ratio of 8 for 9, which will then have a nominal value of €0.09
Subject to shareholder approval and the amendment of ASML’s articles of association, it is expected that the capital repayment and the share reduction plan will be executed before the end of September 2007.
Investor and Media Call
A conference call for investors, media and other interested parties will be hosted by CFO Peter Wennink at on May 31, 15:00 CET/09:00 ET. Dial-in numbers are +31 205315871 in the Netherlands and +1 706 6790473 in the US. The call can be listened to via asml.com.
ASML is the world's leading provider of lithography systems for the semiconductor industry, manufacturing complex machines that are critical to the production of integrated circuits or chips. Headquartered in Veldhoven, the Netherlands, ASML is traded on Euronext Amsterdam and Nasdaq under the symbol 'ASML'.
'Safe Harbor' Statement under the US Private Securities Litigation Reform Act of 1995: the matters discussed in this document may include forward-looking statements that are subject to risks and uncertainties including, but not limited to: economic conditions, product demand and semiconductor equipment industry capacity, worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), competitive products and pricing, manufacturing efficiencies, new product development, ability to enforce patents, the outcome of intellectual property litigation, availability of raw materials and critical manufacturing equipment, trade environment, shareholder approval of the capital repayment and other risks indicated in the risk factors included in ASML’s Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission.
This press release is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. The bonds discussed in this press release have not been, and will not be registered under the US Securities Act 1933, and may not be offered or sold in the United States absent registration or an exemption from registration thereunder.
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