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Technology Stocks : Semi Equipment Analysis -- Ignore unavailable to you. Want to Upgrade?

To: robert b furman who wrote (39547)	7/16/2008 6:06:44 AM
From: The Ox	Read Replies (2) \| Respond to of 95761

Asyst Technologies Announces Receipt of Unsolicited Expression of Interest to Acquire Company Wednesday July 16, 5:30 am ET FREMONT, Calif.--(BUSINESS WIRE)--Asyst Technologies, Inc. (Nasdaq:ASYT - News) today announced that the Company received an unsolicited letter from Aquest Systems Corp. expressing an interest in exploring a potential acquisition of Asyst for $6.50 in cash per share. Consistent with its fiduciary duties, Asyst’s Board of Directors is reviewing the expression of interest in consultation with its financial and legal advisors. As part of its review, the Board has requested information from Aquest to substantiate a potential acquisition, including the availability and sources of committed financing. In addition, the Asyst Board is seeking to better understand the relationship disclosed in the letter between Aquest, The Gores Group and Riley Investment Management (Riley). As previously disclosed, Riley has notified the Company of its intention to seek control of the Asyst Board at the Company’s next annual meeting of shareholders in order to sell the Company in an auction process and identified the CEO of Aquest as a potential participant in Riley’s solicitation of proxies. Earlier this year, the Asyst Board received an unsolicited letter from The Gores Group expressing an interest in exploring a potential acquisition of the Company for $6.00 per share, which Gores subsequently reduced to between $5.00 and $6.00 per share. The Gores Group disclosed Aquest as a participant in the potential acquisition. Following a thorough review, the Board concluded that the acquisition contemplated in that expression of interest by Gores and Aquest was not in the best interests of shareholders, and the expression of interest was subsequently withdrawn. At this time, the Board has made no determination with regard to the Aquest proposal or a potential sale of the Company, nor as to the price and terms on which the Board would recommend any such transaction to shareholders. There can be no assurance that the Board’s review of this expression of interest from Aquest will result in any transaction. Merrill Lynch & Co. is acting as financial advisor and Baker & McKenzie, LLP is acting as legal advisor to the Company. The text of the letter from Aquest and Asyst’s response letter of July 15 follows. Text of Aquest letter: July 9, 2008 Stephen S. Schwartz President & Chief Executive Officer, Chairman of the Board Asyst Technologies, Inc. 46897 Bayside Parkway Fremont, CA 94538 Dear Steve, I am writing to express Aquest’s interest in exploring a potential acquisition of Asyst Technologies, Inc. for $6.50 in cash per share. This proposal would represent an 84% premium to Asyst’s closing price on July 8th, 2008 and a 151% premium to the closing price of February 15, when there was the first public disclosure of our interest. As you know, Aquest is well financed by leading investors in the industry who, along with others, have expressed interest in providing additional financing for this potential acquisition. Over the last year, Aquest along with The Gores Group LLC, have made repeated proposals to you which you have rebuffed. Based on your willingness to discuss our latest proposal, shareholders of Aquest and representatives of The Gores Group will join an appropriate meeting. As the founder of Asyst and CEO for over 18 years, I am especially concerned about not affecting employee morale and customer satisfaction associated with Asyst, globally. As such, for now, we are willing to keep this communication confidential and to meet with you to discuss an appropriate plan for the Asyst Board of Directors to consider our proposal. Finally, another expression of our serious interest is both Aquest and I personally have made significant investments in Asyst which are being managed by Riley Investment Management (‘RIM’). We are pleased to hear from RIM that you have communicated your willingness to entertain proposals for the sale of Asyst. Aquest wants to reinitiate conversations with you directly. I will call you to schedule a meeting as soon as possible. Regards, Mihir Parikh President & CEO Aquest Systems Corp. 683 W. Made Ave Sunnyvale, CA. 94085 (408)-530-2501 PS: Please note that at this point this proposal is non-binding and is subject to due diligence, negotiation of definitive transaction documents and approval by each of our boards. Text of Asyst response: Via E-Mail & DHL July 15, 2008 Mihir Parikh President and Chief Executive Officer Aquest Systems Corp. 683 W. Maude Avenue Sunnyvale, California 94085 Dear Mihir: We appreciated meeting with you this morning to discuss your July 9, 2008 letter in which you described Aquest Systems Corp.’s interest in exploring a potential acquisition of Asyst Technologies, Inc. for $6.50 in cash per share. The Asyst Board has not determined whether this is an appropriate price that we could recommend to our shareholders; however we are prepared to continue to move forward with discussions. As you confirmed in our meeting, Aquest itself does not have the financial capability to fund and close a potential acquisition of this magnitude on the indicated financial terms. We therefore request that you furnish us in writing confirmation of the following: (i) the specific party or parties in addition to Aquest that would participate in the proposed acquisition (whether as funders or as part of a buying group); (ii) the proposed acquisition price is for all of the outstanding shares of Asyst on a fully-diluted basis, and includes the assumption of all debt; (iii) the proposed acquisition price is an all cash offer and, as you stated this morning, is not dependent or contingent upon incremental financing (we note that Asyst's existing debt financing contains change in control provisions); and (iv) the specific financial sources and uses of funding for the potential acquisition. Our Board of Directors is open to exploring all opportunities that will enhance shareholder value. Accordingly, we look forward to hearing back from you soon regarding the foregoing. Regards, Stephen S. Schwartz Chair and Chief Executive Officer