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01.03.2016 23:36:41
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: ROFIN-SINAR Technologies Inc. / Key word(s): AGM/EGM
ROFIN-SINAR URGES STOCKHOLDERS TO VOTE THE WHITE PROXY CARD FOR THE
COMPANY'S HIGHLY QUALIFIED DIRECTOR NOMINEES
01.03.2016 / 23:36
The issuer is solely responsible for the content of this announcement.
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- PRESS RELEASE -
Investor Contacts: Media Contacts:
Katharina Manok Bill Fiske/Rajeev Kumar Mike Pascale/Neil
Maitland
ROFIN-SINAR Georgeson Abernathy MacGregor
011-49-40-733-63-4256 201-222-4250 / 201-222-4226 212-371-5999
- or - BFiske@georgeson.com mmp@abmac.com
734-416-0206 RKumar@georgeson.com nam@abmac.com
ROFIN-SINAR URGES STOCKHOLDERS TO VOTE THE WHITE PROXY CARD FOR THE
COMPANY'S HIGHLY QUALIFIED DIRECTOR NOMINEES
ROFIN's Offer to Expand Board and Immediately Appoint SilverArrow Nominee
Gebhard Rainer to ROFIN's Board Continues to be Open
Plymouth, MI / Hamburg, Germany, March 1, 2016 - ROFIN-SINAR Technologies
Inc. (NASDAQ: RSTI) ("ROFIN" or "the Company"), one of the world's leading
developers and manufacturers of high-performance laser beam sources and
laser-based solutions and components, today sent a letter to ROFIN
stockholders urging them to protect their investment in ROFIN by voting the
WHITE proxy card FOR the re-election of ROFIN'S highly qualified nominees:
Carl F. Baasel, Daniel J. Smoke and Gary K. Willis.
Highlights of the letter include:
- ROFIN has a clear path to increase stockholder value and is showing
stronger financial performance. The Board has taken important steps to
manage the significant industry transition to higher-growth new
technologies, like high-power fiber lasers and ultrashort pulse lasers.
As a result of these steps, ROFIN is well positioned to drive long-term
stockholder value and is already delivering stronger financial
performance with above-market growth in high-power fiber lasers and
ultrashort pulse lasers and improving profit margins. This is
underscored by a 64% year-over-year increase in earnings per share in
fiscal year 2015.
- ROFIN is committed to the right governance structure to support the
creation of long-term stockholder value. ROFIN has implemented a
majority voting standard and director resignation policy in uncontested
elections of directors. At this year's Annual Meeting of Stockholders,
ROFIN will conduct advisory votes on declassification of the Board and
elimination of the supermajority vote requirement and, if approved,
will hold a binding vote on these proposals in 2017. SilverArrow
Capital Advisors, LLC ("SilverArrow") only submitted its stockholder
proposals to ROFIN after the published deadline for including
stockholder proposals in the Company's proxy statement. This
necessitated SilverArrow having to issue its own competing proxy
statement, creating a potentially confusing situation for our
stockholders, and which we believe underscores SilverArrow's
disorganized attempts at implementing an activist stockholder campaign
for its own benefit.
- ROFIN stands by its reasonable settlement offer that would provide
SilverArrow with immediate Board representation. To avoid this costly
and distracting proxy fight with SilverArrow, ROFIN offered in December
2015 to expand its Board and immediately appoint one of SilverArrow's
nominees, Mr. Gebhard Rainer, to the Board. Had our offer been
accepted, Mr. Rainer would have been appointed a director for a term
expiring in 2017, and first be standing for re-election at next year's
Annual Meeting of Stockholders. We found SilverArrow's other two
nominees, Messrs. Limberger and Kovler, to lack the knowledge,
experience and qualities to serve as effective ROFIN directors. Our
offer to add Mr. Rainer to the ROFIN Board still stands and ROFIN would
welcome the opportunity to engage with SilverArrow on reasonable terms
to reach a settlement.
A copy of the letter follows:
Dear Fellow ROFIN Stockholders,
The ROFIN-SINAR stockholder meeting is rapidly approaching. We urge you to
vote FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K.
Willis on the enclosed WHITE proxy card TODAY to protect your investment in
ROFIN. These three highly qualified director nominees will ensure that
ROFIN continues to have a Board with the right combination of experience,
backgrounds and qualifications to effectively increase value for ALL ROFIN
stockholders.
ROFIN HAS A CLEAR PATH TO INCREASE STOCKHOLDER VALUE AND IS SHOWING
STRONGER FINANCIAL PERFORMANCE
ROFIN and its Board of Directors have a clear strategy to increase
stockholder value and this strategy is showing results. In fiscal year
2015, earnings per share increased 64% year-over-year. In the first
quarter of fiscal year 2016, earnings per share increased year-over-year
and exceeded guidance, excluding significant non-recurring costs primarily
related to the proxy fight initiated by dissident stockholder SilverArrow
Capital Advisors.
We were able to successfully manage a significant transition from mature
laser technologies to new technologies (like ultrashort pulse lasers) and
disruptive technologies (like high-power fiber lasers), while balancing
strong financial performance and a solid balance sheet with no significant
debt. The Board has directed strategic acquisitions, efficiency
enhancements, technological innovations and personnel changes to ensure our
Company is well positioned to create sustainable value for ALL
stockholders.
While the significant investments we have made to position ROFIN in newer
high-growth technologies have affected short-term financial results, they
have established a strong platform from which to drive future growth and
expand our profit margins. The phase of substantial investments to expand
into high-power fiber laser technology is now complete and our initiatives
to reduce manufacturing costs are already yielding results. We are building
momentum in our high-power fiber laser and ultrashort pulse laser
businesses and are now well positioned to build sustainable stockholder
value over the long term.
We believe that under the leadership of the Board and management team,
ROFIN is successfully executing its growth strategy. We urge you to keep
this momentum going by voting on the WHITE proxy card FOR the re-election
of directors Carl F. Baasel, Daniel J. Smoke and Gary K. Willis.
ROFIN IS COMMITTED TO THE RIGHT GOVERNANCE STRUCTURE TO SUPPORT THE
CREATION OF SUSTAINABLE STOCKHOLDER VALUE
We welcome the input of stockholders and are committed to establishing the
most appropriate governance structure to support the creation of
sustainable stockholder value. We regularly review our corporate
governance structure and following discussions with various stockholders,
we have taken a number of important steps to enhance our governance.
- In February 2016, the Board amended the Company's by-laws to implement
a majority voting standard and director resignation policy in
uncontested elections of directors; and deleted a mandatory age limit
for directors that allows for the election of highly qualified
candidates without regard to their age.
- At this year's Annual Meeting, the Board determined to conduct advisory
votes on declassification of the Board and elimination of the
supermajority vote requirement. If the proposals are approved, the
Board will conduct a binding vote to declassify the Board and eliminate
the supermajority vote requirement at the 2017 Annual Stockholders
Meeting.
SilverArrow has included five stockholder proposals on its green proxy
card. These proposals have already been addressed by ROFIN through the
actions outlined above, with the exception of a proposal to permit
stockholders holding 15% or more of the outstanding shares of common stock
to call a special meeting of stockholders and an advisory proposal to
permit stockholders to act by written consent. We do not believe that
these two additional proposals are in the best interests of ROFIN or its
stockholders at this time, but we will continue to evaluate our governance
structure and solicit input from our stockholders on corporate governance.
It is important for you to know that SilverArrow only submitted its
stockholder proposals to us after the published deadline for including
stockholder proposals in the Company's proxy statement. Our 2015 proxy
statement stated that the deadline for proposals to be included in the 2016
proxy statement was October 9, 2015, yet SilverArrow submitted its
proposals to the Company on January 12, 2016. This necessitated SilverArrow
having to issue its own competing proxy statement, creating a potentially
confusing situation for our stockholders. We believe SilverArrow's
disorganized attempts at implementing an activist stockholder campaign
underscores the risks SilverArrow and its Board nominees pose to our
stockholders and the value of our Company. Concerns about SilverArrow's
ability to run an activist stockholder campaign and identify suitable
directors for ROFIN's Board include SilverArrow's:
- Failure to meet the deadline for stockholder proposals;
- Confusing attempts to identify its director candidates;
- Failure to identify any director candidate with experience in the
specialized industrial laser segment or with U.S. public company Board
experience;
- Lack of diligence and no understanding of the Company's business, as
demonstrated by erroneous statements regarding certain market data and
financial metrics; and
- Short history and complete lack of active public company ownership.
SilverArrow does not have a credible track record or any original strategic
ideas of substance. We believe that electing SilverArrow's nominees to
ROFIN's Board would be a mistake and could negatively affect the future of
our company and your investment. Don't let ROFIN be SilverArrow's
experiment.
ROFIN STANDS BY ITS REASONABLE SETTLEMENT OFFER THAT WOULD PROVIDE
SILVERARROW WITH IMMEDIATE BOARD REPRESENTATION
We engaged in discussions with SilverArrow over several months in 2015 in a
good-faith effort to reach a settlement and avoid this costly and
distracting proxy fight. The Company's good faith efforts included our
offer in December 2015 to expand the ROFIN Board to allow for an additional
director, and to immediately appoint one of SilverArrow's nominees, Mr.
Gebhard Rainer, as that additional director. Had our offer been accepted,
Mr. Rainer would have been appointed as a director for a term expiring in
2017, and first standing for re-election at next year's Annual Meeting of
Stockholders. We found SilverArrow's other two nominees, Messrs. Limberger
and Kovler, to lack the knowledge, experience or character to serve as
effective ROFIN directors.
We are disappointed with SilverArrow's outright rejection of our good faith
settlement offer and SilverArrow's unreasonable "take-it-or-leave-it"
counteroffer, which demanded the retirement from the Board at this year's
Annual Meeting of three of ROFIN's experienced and highly qualified
directors and the appointment instead of all three of SilverArrow's
proposed nominees, even though our independent Nominating Committee
unanimously determined that two of SilverArrow's nominees, Messrs.
Limberger and Kovler, lack the necessary skill set and character to serve
as effective directors.
Our offer to add Mr. Rainer to the ROFIN Board still stands and we would
welcome the opportunity to engage with SilverArrow on reasonable terms to
reach a settlement.
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
The Board and management team have made significant progress positioning
the business in new faster-growing technologies that will support
sustainable value creation. The early signs of improved financial
performance are evident with strong growth in high-power fiber lasers and
ultrashort pulse lasers and increased profit margins. ROFIN's current
Board is committed to continuing on this path towards enhanced sustainable
value creation for ALL stockholders.
It is important for you to disregard any material sent to you by
SilverArrow and to not vote SilverArrow's green proxy card. We urge you to
protect your investment and vote the WHITE proxy card TODAY FOR the
re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis, ROFIN's
highly qualified director nominees.
Sincerely,
Dr. Peter Wirth
Chairman of the Board of Directors
Ralph E. Reins
Lead Independent Director
Dr. Stephen Fantone Chairman of the Nominating Committee
If you have any questions or require assistance in voting your proxy card,
please contact our proxy solicitor:
Banks, Brokers and Stockholders
Call Toll-Free (800) 509-0976
International Stockholders Please Call: (781) 575-2137
Or Contact via E-mail at:
Rofin@georgeson.com
About ROFIN
With 40 years of experience, ROFIN-SINAR Technologies is a leading
developer, designer and manufacturer of lasers and laser-based system
solutions for industrial material processing applications. The Company
focuses on developing key innovative technologies and advanced production
methods for a wide variety of industrial applications based on a broad
scope of technologies. The product portfolio ranges from single laser-beam
sources to highly complex systems, covering all of the key laser
technologies such as solid-state, fiber, ultrashort pulse and CO2 lasers,
as well as diode lasers, and the entire power spectrum, from single-digit
watts up to multi-kilowatts, as well as a comprehensive spectrum of
wavelengths or pulse durations and an extensive range of laser components.
ROFIN-SINAR Technologies has its operational headquarters in Plymouth,
Michigan, and Hamburg, Germany, and maintains production facilities in the
US, Germany, UK, Sweden, Finland, Switzerland, Singapore and China. ROFIN
currently has more than 55,000 laser units installed worldwide and serves
more than 4,000 customers. The Company's shares trade on the Nasdaq Global
Select Market under the symbol RSTI and are listed in Germany in the "Prime
Standard" segment of the Frankfurt Stock Exchange under ISIN US7750431022.
ROFIN is part of the Standard & Poor's SmallCap 600 Index and the Russell
2000 Index. Additional information is available on the Company's home page:
www.rofin.com.
Important Additional Information
The Company, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the matters to be considered at the
Company's 2016 Annual Meeting of Stockholders. The Company has filed a
definitive proxy statement with the U.S. Securities and Exchange Commission
(the "SEC") in connection with such solicitation of proxies from the
Company's stockholders. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, are set
forth in the definitive proxy statement and other materials filed with the
SEC in connection with the Company's 2016 Annual Meeting of Stockholders.
Information regarding the direct and indirect beneficial ownership of the
Company's directors and executive officers in the Company's securities is
included in their SEC filings on Forms 3, 4 and 5, and additional
information can also be found in the Company's Annual Report on Form 10-K,
as amended, for the year ended September 30, 2015, and our other filings
with the SEC. Stockholders can obtain the proxy statement, any amendments
or supplements to the proxy statement and other documents filed by the
Company with the SEC for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of our corporate website at www.rofin.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words
such as: "target," "future," "continue," "anticipate," "believe,"
"estimate," "expect," "strategy," "likely," "may," "should" and similar
references to future periods. Examples of forward-looking statements
include, among others, statements we make regarding future plans, events or
performance, including guidance relating to revenues and earnings per
share; expected operating results, such as revenue growth and earnings;
expected seasonal impact; current or future volatility in the exchange
rates and future economic conditions; anticipated levels of capital
expenditures, including for corporate actions such as share buybacks;
expectations of our long-term financial prospects, margin and cash flow
expansion; and our strategy for growth, product portfolio development,
market position, financial results and reserves.
Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future
plans and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial condition may
differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking
statements include, among others, the following: downturns in the machine
tool, automotive, semiconductor, electronics, photovoltaic, and medical
device industries which may have, in the future, a material adverse effect
on our sales and profitability; the ability of our OEM customers to
incorporate our laser products into their systems; the impact of exchange
rate fluctuations, which may be significant because a substantial portion
of our operations is located in non-US countries; the level of competition
and our ability of to compete in the markets for our products; our ability
to develop new and enhanced products to meet market demand or to adequately
utilize our existing technology; third party infringement of our
proprietary technology or third party claims against us for the
infringement or misappropriation of proprietary rights; the scope of patent
protection that we are able to obtain or maintain; competing technologies
that are similar to or that serve the same uses as our technology; our
ability to efficiently manage the risks associated with our international
operations; risks associated with recent changes in our senior management
personnel; any adverse impact to us resulting from the announcement or
implementation of any one or more of our cost reduction programs; the
worldwide economic environment, including specifically but not limited to
in Asia; the distraction to management and costs resulting from the proxy
contest with SilverArrow; any changes in our board as a result of a proxy
contest; and such other factors as discussed throughout Part I, Item 1A.
Risk Factors and Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations of our Annual Report on Form
10-K, as amended, for the year ended September 30, 2015. Any
forward-looking statement made by us in this press release is based only on
information currently available to us and speaks only as of the date on
which it is made. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from
time to time, whether as a result of new information, future developments
or otherwise.
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01.03.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Rofin-Sinar Technologies Inc.
40984 Concept Drive
MI 48170 Plymouth
United States
Phone: + 49 (0)40 - 73363-4256
Fax: + 49 (0)40 - 73363-4138
E-mail: ir@rofin.com
Internet: www.rofin.com
ISIN: US7750431022
WKN: 902757
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart; Nasdaq
End of News DGAP News Service
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