IMPORTANT NEWS
GM
Cymer Adopts Shareholder Rights Plan
SAN DIEGO--(BUSINESS WIRE)--Feb. 17, 1998--The board of directors of Cymer Inc. (Nasdaq NM:CYMI) Tuesday announced that it has adopted a Shareholder Rights Plan.
Under terms of the Plan, rights will be distributed as a dividend at a rate of one Preferred Share Purchase Right on each outstanding share of its common stock held by stockholders of record as of close of business on March 2, 1998. The dividend distribution will be made on or about April 20, 1998, with Rights expiring on Feb. 13, 2008.
The Rights are designed to assure that all Cymer stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers and other abusive tactics to gain control of the company without paying all stockholders the fair value of their shares, including a control premium.
Each Right will entitle stockholders to buy one one-thousandth (1/1000) share of the company's Series A Participating Preferred Stock at an exercise price of $100.
The Rights will become exercisable only after 10 days following announcement by a person or group that it has acquired 15 percent or more of the company's common stock, or 10 business days after announcement of a tender offer, the consummation of which would result in ownership by a person or group of 15 percent or more of the company's common stock.
If, prior to redemption of the Rights, a person or group acquires 15 percent or more of the company's common stock, each Right not owned by a holder of 15 percent or more of the common stock will entitle its holder to purchase, at the Right's then-current exercise price, that number of shares of common stock of the company (or, in certain circumstances as determined by the board, cash, other property or other securities) having a market value at that time of twice the Right's exercise price.
In addition, if after the Rights become exercisable, Cymer is acquired in a merger or other business combination transaction, or sells 50 percent or more of its assets or earning power, the acquiring entity must assume the obligations under the Rights and the Rights will become exercisable to acquire common stock of the acquiring entity at the discounted price.
At any time after an event triggering exercisabilty of the Rights at a discounted price and prior to the acquisition by the acquiring party of 50 percent or more of the outstanding common stock, Cymer's board of directors may exchange the Rights (other than those owned by the acquiring person or its affiliates) for common stock of the company at an exchange ratio of one share of common stock per Right.
In addition, Cymer's board of directors has the option to redeem the Rights for 1 cent per Right at any time on or before the public announcement that a person or group has acquired beneficial ownership of 15 percent or more of the company's common stock.
Additional details of the Shareholder Rights Plan are contained in a letter that will be mailed to all Cymer stockholders.
Corporate Profile
Cymer is the leading provider of excimer laser illumination sources for use in deep ultraviolet (DUV) photolithography systems targeted at the pilot and production segments of the semiconductor manufacturing market. Further information on Cymer may be obtained from the company's SEC filings, the Internet at cymer.com or by contacting the company directly. -0-
This news release contains certain forward-looking statements, including those relating to distribution of dividends and operation of the Shareholder Rights plan, that are subject to various risks and uncertainties that could cause results to differ materially. These risks include the risk that future action or inaction by the board with respect to the Shareholder Rights Plan, including any future decision relating to redemption of the Rights or amendment of the terms of the Rights, could become the subject of litigation and other risks detailed from time to time in the company's Securities and Exchange Commission reports. The company assumes no obligation to update the information in this release.
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CONTACT:
Cymer Inc., San Diego
William Angus, 619/451-7300
619/618-3090 (fax)
or
MCA Inc.
Andrea Mace, 650/968-8900
650/968-8990 (fax) |
