ASML Holding NV (ASML) and Cymer, Inc. today provide a status update regarding ASML's previously announced pending acquisition of all of the outstanding shares of Cymer in a cash-and-stock transaction that will entitle each Cymer stockholder to receive US$20.00 in cash and a fixed ratio of 1.1502 ASML ordinary shares per Cymer share.
Cymer has established Tuesday, 5 February 2013 as the date on which it will hold a special shareholders meeting at which the stockholders of record of Cymer as of 7 January 2013 will be asked to vote on, among other things, a proposal to approve the merger agreement, dated 17 October 2012, among ASML and Cymer and certain affiliates of ASML. The parties expect that a proxy statement/prospectus will be mailed to Cymer's stockholders in early January 2013.
In addition, ASML and Cymer indicated that they are continuing to work with various regulators. This includes responding to a request for additional information from the Antitrust Division of the U.S. Department of Justice regarding the transaction. This second request is part of the regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. ASML and Cymer intend to continue to work with the Department of Justice and to comply promptly with this second request.
In addition to expiration or termination of the waiting period under the HSR Act, the proposed transaction remains subject to other customary closing conditions, including review by the Committee on Foreign Investment in the United States and specified international regulators and approval by Cymer's stockholders.ASML and Cymer continue to anticipate completion of the transaction in the first half of 2013. About the acquisition ASML and Cymer announced on 17 October 2012 their intention for ASML to acquire Cymer and thereby accelerate the development of Extreme Ultraviolet (EUV) semiconductor lithography technology. EUV is vital to support the semiconductor industry’s transition to the next manufacturing technology, which is needed to create more energy-efficient microchips with more functions at lower cost, consistent with Moore’s Law.