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16.03.2016 14:32:06
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: ROFIN-SINAR Technologies Inc. / Key word(s): AGM/EGM
ROFIN ISSUES OPEN LETTER URGING STOCKHOLDERS TO PROTECT THEIR INVESTMENT: DO
NOT BE MISLED BY SILVERARROW'S MULTIPLE AND DESPERATE DISTRACTIONS
16.03.2016 / 14:32
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 ISSUES OPEN LETTER URGING STOCKHOLDERS TO PROTECT THEIR
INVESTMENT
DO NOT BE MISLED BY SILVERARROW'S MULTIPLE AND DESPERATE DISTRACTIONS
Plymouth, MI / Hamburg, Germany, March 16, 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 issued an open 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.
The Company reminded stockholders that its Board of Directors and
management are successfully executing on a comprehensive strategic plan to
create sustainable, long-term stockholder value. In stark contrast,
SilverArrow Capital Advisors LLP ("SilverArrow") and its nominees have
offered no new ideas or strategies - as confirmed by independent third
party proxy advisory firms - and have resorted to issuing a series of
attacks containing egregious errors and attempting to distract stockholder
attention away from SilverArrow's lack of ideas, experience and
credentials.
The full text of the letter follows:
Dear Fellow ROFIN Stockholders,
As the ROFIN-SINAR stockholder meeting approaches, now more than ever we
urge you to ignore SilverArrow's barrage of inflammatory misstatements and
vote FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K.
Willis on the WHITE proxy card TODAY to protect your investment in ROFIN.
ROFIN and its Board of Directors have a clear strategy to increase
stockholder value and this strategy is showing results. Our growth strategy
is gaining traction. We remain confident that ROFIN will continue to build
on our strong market position across technologies and geographies to drive
growth and increase long-term, sustainable stockholder value. Under the
leadership of the Board and management team, ROFIN is successfully
executing this growth strategy.
The Board feels it must address SilverArrow's misleading press release
issued on March 15, 2016, the latest in a long series of demonstrably
inaccurate and misleading announcements from SilverArrow. This press
release is a brazen attempt to distract ROFIN stockholders from the fact
that SilverArrow and its nominees lack a credible plan to increase
stockholder value at ROFIN; that none of its nominees have any industrial
laser experience; that only one of its nominees was found to be suitable to
be a ROFIN director by two proxy advisory firms, Institutional Shareholder
Services and Glass Lewis & Co., LLC ("Glass Lewis"); and that the third
proxy advisory firm, Egan Jones, recommended stockholders vote for ROFIN's
full slate of nominees. SilverArrow has brought nothing to the table to
demonstrate it could deliver more value to ROFIN's stockholders than the
strategic plan the Company is already successfully implementing.
It is clear that SilverArrow -- an unproven investor -- and its nominees
have no interest in actually serving ROFIN stockholders, but instead want
to serve on the Board for their own personal gain. SilverArrow's continued
exaggerations and misrepresentations provide a window into its way of doing
business, suggesting that it will stop at nothing in order to win Board
seats. Throughout this proxy contest, SilverArrow has shown a willful
disregard for the facts in its attempts to mislead and deceive
stockholders. The following are just a FEW of the many gross
misrepresentations SilverArrow has made:
- SilverArrow is proposing strategic initiatives that ROFIN has already
commenced, and is trying to take credit for our actions as those
strategic initiatives have begun to bear fruit. Glass Lewis noted in
its analysis "that most of the Dissident's proposed operational
initiatives had already been previously disclosed by the Company, which
suggests to us that the Dissident is mostly recycling the Company's own
stated plans here."
- In contrast to the exaggerated claims on Thomas Limberger's resume,
ROFIN uncovered a track record of stockholder value destruction during
his short tenures as CEO of OC Oerlikon Management AG and Von Roll
Holding AG, his two most recent employments prior to his association
with SilverArrow. ROFIN also uncovered reported misuse of company
funds, high turnover of senior executives, excessive executive pay and
a Swiss Stock Exchange investigation reportedly into his share
dealings.
- During its review of Jordan Kovler, the Board found a complete lack of
relevant manufacturing, operational or public company Board experience
that would enable him to effectively contribute to the ROFIN Board. To
put Mr. Kovler forward as an "expert" in relevant public company
governance matters demonstrates SilverArrow's own inexperience with
proper corporate governance standards.
- SilverArrow has continued to levy inaccurate accusations against
Messrs. Baasel and Smoke despite the clear evidence we have provided to
SilverArrow disproving the allegations.
- As recently as this week, SilverArrow claimed to "discover" evidence of
illegal behavior by a ROFIN employee. In fact, ROFIN uncovered the
illegal behavior and reported it to law enforcement the next business
day, leading to the immediate arrest of the rogue employee.
SilverArrow's claim that ROFIN waited three months before disclosure
and pressing charges is entirely false and is a deceitful effort to
mislead stockholders.
In addition, SilverArrow's actions suggest it is more focused on its own
short-term profit and winning its first proxy contest at any cost than in
building long-term value at ROFIN. Among other actions, members of the
SilverArrow group have executed short-term trades in and out of ROFIN
stock. Perhaps most surprisingly, SilverArrow has refused to engage in
settlement discussions, despite our repeated and still-open offer for a
reasonable settlement that would add its nominee Gebhard Rainer to the
ROFIN Board and end this distracting and costly proxy contest.
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
ROFIN's current Board is committed to continuing on its path towards
enhanced sustainable value creation for ALL stockholders. The three ROFIN
nominees standing for election at tomorrow's stockholder meeting are highly
valued Board members who have made and continue to make significant
contributions to ROFIN and our mission to increase stockholder value.
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.
Although we urge stockholders to vote "FOR" all of ROFIN's three highly
qualified and experienced nominees on the WHITE proxy card, should
stockholders wish to vote for two of ROFIN's nominees as well as one of
SilverArrow's nominees, they can effectively split their vote. Should they
wish to do so, stockholders should please contact their custodian bank(s)
who can provide the proper instructions. Or, stockholders can contact
Georgeson, our proxy solicitor, for voting assistance:
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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16.03.2016 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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