Asyst Technologies Amends Shareholder Rights Plan.FREMONT, Calif. -- 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 Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. 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 Participating Preferred Stock A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate. 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 Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial 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 shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. 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 EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York 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 Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. . About Asyst Asyst Technologies, Inc. is a leading provider of integrated automation solutions that enable semiconductor and flat panel display A thin display screen for computer and TV usage. The first flat panels appeared on laptop computers in the mid-1980s, and the LCD technology became the standard. Stand-alone LCD screens became available for desktop computers in the mid-1990s and exceeded sales of CRTs for the first time (FPD (1) (Flat Panel Display) See LCD, plasma display, EL display, FED and flat panel display. (2) (Field Programmable Device) An umbrella term for all chips that can be programmed by the customer including SPLDs, CPLDs and FPGAs. See PLD. ) manufacturers to increase their manufacturing productivity and protect their investment in materials during the manufacturing process. Encompassing isolation systems, work-in-process materials management Materials management is the branch of logistics that deals with the tangible components of a supply chain. Specifically, this covers the acquisition of spare parts and replacements, quality control of purchasing and ordering such parts, and the standards involved in ordering, , 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 solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual PARTICIPANTS LEGEND Asyst Technologies, Inc. plans to file with the SEC and make available to its shareholders a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and a white proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. in connection with its 2008 annual meeting, and advises its shareholders to read the proxy statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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 Investor relations The process by which the corporation communicates with its investors. , John Swenson, 46897 Bayside bay·side adj. Situated very close to or on the shore of a bay: bayside cottages. Parkway, Fremont, California For the unincorporated community in Yolo County, California, see . Fremont (IPA: /ˈfriːmɒnt/) is a city in California that was incorporated on January 23, 1956, from the merger of five smaller communities: 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. |
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