Tokyo Electron Limited Announces Completion Of Tender Offer For FSI International, Inc.
TOKYO, Oct. 11, 2012 /PRNewswire/ -- Tokyo Electron Limited ("Tokyo Electron"; Headquarters: Tokyo; President and CEO: Hiroshi Takenaka) (TSE: 8035) announced today that the tender offer by Tokyo Electron's wholly-owned subsidiary, RB Merger Corp., for all outstanding shares of common stock of FSI International, Inc. ("FSI"; Headquarters: Chaska, Minnesota, USA; Chairman and CEO: Donald Mitchell) (NASDAQ: FSII) for $6.20 in cash for each share of FSI common stock (the "Offer Price") has been completed.
The tender offer expired at 12:00 midnight, New York City time on Wednesday, October 10, 2012. As of the expiration of the tender offer, 35,259,572 shares of FSI's common stock had been validly tendered and not withdrawn (not including 1,071,523 shares tendered pursuant to the guaranteed delivery procedures provided for in the offer), which represents approximately 89.50% of the outstanding shares of FSI common stock. All shares of FSI common stock that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by RB Merger Corp. for payment. Tokyo Electron will purchase and pay for all such shares promptly.
Tokyo Electron will be exercising its top-up option under the merger agreement to purchase newly issued shares from FSI at the Offer Price. Tokyo Electron intends to complete the acquisition process by effecting a short-form merger pursuant to Minnesota law without a vote or meeting of FSI's remaining shareholders. The merger is expected to be consummated later today.
Goldman Sachs served as exclusive financial adviser to Tokyo Electron in connection with the acquisition and as the dealer manager, and Jones Day is its legal adviser. Barclays served as exclusive financial adviser to FSI in connection with the acquisition, and Faegre Baker Daniels LLP is its legal adviser.About Tokyo Electron Tokyo Electron Limited, established in 1963, is a leading supplier of innovative semiconductor and FPD production equipment worldwide. Product lines include coater/developers, oxidation/diffusion furnaces, dry etchers, CVD systems, surface preparation systems, gas cluster ion beam technologies, and test systems. To support this diverse product base, Tokyo Electron has strategically located research & development, manufacturing, sales, and service locations all over the world. Tokyo Electron is a publicly held company listed on the Tokyo Stock Exchange. More information about Tokyo Electron is available at www.tel.com. Forward Looking Statements
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