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07.03.2016 14:35:16
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: ROFIN-SINAR Technologies Inc. / Key word(s): AGM/EGM
Rofin-Sinar: BOTH ISS AND GLASS LEWIS REJECT SILVERARROW'S FULL SLATE OF
NOMINEES - ROFIN Urges Stockholders to Vote 'FOR' All of ROFIN's Director
Nominees on the WHITE Proxy Card - ROFIN Responds to Inquiries from
Stockholders about Split Voting
07.03.2016 / 14:35
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
BOTH ISS AND GLASS LEWIS REJECT SILVERARROW'S FULL SLATE OF NOMINEES
ROFIN-SINAR's Open Settlement Offer to SilverArrow Supported by ISS and
Glass Lewis Recommendations
ROFIN Urges Stockholders to Vote "FOR" All of ROFIN's Director Nominees on
the WHITE Proxy Card
ROFIN Responds to Inquiries from Stockholders about Split Voting
Plymouth, MI / Hamburg, Germany, March 7, 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 responded to Institutional
Shareholder Services' ("ISS") report regarding the Company's Annual Meeting
of Stockholders on March 17, 2016. ROFIN urges its stockholders to 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 and experienced director
nominees.
"Two leading independent proxy advisory firms, ISS and Glass Lewis, have
now rejected SilverArrow's full slate of nominees," said Dr. Peter Wirth,
Chairman of the Board of Directors of ROFIN. "The proxy advisory firms have
found SilverArrow's slate deficient for a number of reasons, including the
lack of a credible plan for ROFIN and the lack of any industrial laser
experience among SilverArrow's three nominees.
"The ISS and Glass Lewis recommendations to vote for only one of
SilverArrow's nominees, Gebhard Rainer, is consistent with our open offer
to expand the Company's Board and immediately appoint Mr. Rainer as a
director. ROFIN's nominees contribute significantly to our Board and, in
contrast with SilverArrow's nominees, all have industrial laser sector and
U.S. public company Board experience. In addition, both the ISS and Glass
Lewis recommendations confirm the conclusion of our Nominating Committee
that Messrs. Limberger and Kovler are not appropriate candidates for the
ROFIN Board. We urge stockholders to vote in favor of all three of ROFIN's
nominees on the white proxy card to continue on our path towards enhanced
value creation for all stockholders."
In its analysis, ISS stated:
"Limberger's formative executive experience appears to have been in sales
and business development, before he held divisional and corporate CEO
roles; Rainer's formative background in finance and operations appears a
better match to the issues the dissidents have identified as the case for
change."
"Given the dissident's focus on governance issues, it is somewhat
surprising that the dissident slate lacks any nominees with relevant
corporate governance experience. [Kovler's experience] helping a company
solicit votes for (or against, as the case may be) governance reforms is
likely less germane than taking active responsibility as a public company
director for that company's relationship with its shareholders."
"On the surface, [recently appointed director] Bunis' industry experience
appears more directly relevant to the company's business than that of any
of the three dissident candidates. and we see no reason to question her
ability to contribute meaningfully as a director."
ROFIN stockholders are reminded that their vote is important, no matter how
many shares they own. To follow the recommendations of the ROFIN Board,
stockholders should vote the WHITE proxy card "FOR" all of ROFIN's three
highly qualified and experienced nominees: Carl F. Baasel, Daniel J. Smoke
and Gary K. Willis. Stockholders who have previously submitted proxy votes
in favor of the dissident's nominees can change their votes to favor
ROFIN's nominees by submitting the WHITE proxy card. Only the latest-dated,
validly-executed proxy vote counts.
Response to Stockholder Inquiries about Split Voting
Although we urge you to vote "FOR" all of ROFIN's three highly qualified
and experienced nominees, should you wish to vote for two of ROFIN's
nominees as well as Mr. Rainer, consistent with the ISS and Glass Lewis
recommendations, it is advised that stockholders contact their custodian
bank(s) who can provide instructions for voting in this manner.
Stockholders that want assistance in voting are also encouraged to contact
Georgeson, ROFIN's proxy solicitor, at the telephone numbers listed above
and below or by email at ROFIN@georgeson.com.
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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07.03.2016 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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443053 07.03.2016
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