The Board of Directors of Orbotech Ltd. (NASDAQ/GSM SYMBOL:ORBK)
is committed to its publicly stated path of executing upon what it
believes are the Company’s strong long-term prospects with the
ultimate view of maximizing value for all of the Company’s
shareholders. In light of the Board’s focus, it has declined
requests by Ion Asset Management Ltd. (“Ion”) contained in
letters dated June 9, and June 11, 2014, addressed to the Board, to
delay the Company’s 2014 Annual General Meeting and to include
multiple new proposals on the meeting agenda. The Board has given
careful consideration to Ion’s requests and proposals and
determined they are not in the best interest of the Company or its
shareholders.
The Company intends to call an Extraordinary General Meeting of
shareholders in late July or early August for shareholders to
consider a proposal to declassify the Company’s staggered board
structure beginning with the Company’s 2015 Annual General Meeting.
Under the Company’s proposal, supported by the Board, the
declassified structure will be phased in over three annual general
meetings. The Company is currently preparing the necessary
documentation for this meeting and will distribute it to
shareholders as soon as reasonably practicable. The Board supports
the proposal to be addressed at the Extraordinary General Meeting
because it is in the best interests of the Company and its
shareholders and will allow the Board and the Company to focus on
maximizing long-term value for all of its shareholders. The Company
looks forward to giving its shareholders an opportunity to decide
this important matter.
The full text of the Company’s response letter to Ion is
included below:
June 15, 2014
Stephen Levey and Jonathan HalfManaging
Directors and Co-Portfolio ManagersION Asset Management Ltd.
Dear Messrs. Levey and Half,
We have received your letters dated June 9,
and June 11, 2014, addressed to the Board of Directors of Orbotech
Ltd., and have reviewed the proposals and requests in your letters.
The Orbotech board is always open to addressing shareholder
concerns and is committed to creating value for all shareholders
and takes its fiduciary duties and responsibilities very seriously.
The Orbotech board has given careful consideration to your
proposals and requests and has determined to decline them.
Your requests are not in accordance with
applicable law. Compliance with them would require the Company to
delay its currently scheduled 2014 Annual General Meeting and it
will not do so. Also, the proxy statement for our 2013 Annual
General Meeting (filed with the SEC on August 6, 2013) stated that
all shareholder proposals to be presented at the 2014 Annual
General Meeting must have been received by Orbotech no later than
April 8, 2014. We include a deadline of this sort in our proxy
statement each year for the orderly maintenance and administration
of our annual general meetings and because shareholder proposals
submitted long after such deadline, such as those contained in your
letters, are disruptive to the existing agenda that has been
circulated for shareholder consideration.
As an additional matter, we note that at
multiple meetings held starting in April between yourselves and a
member of the Orbotech board and senior management, we requested
your input about potential nominees to the Orbotech board. On each
occasion, you declined to provide any names to us.
Although the Company will not be delaying its
2014 Annual General Meeting, the Orbotech board views the
declassification of the board as an appropriate topic for
shareholder consideration. Accordingly, the Orbotech board has
authorized calling an Extraordinary General Meeting in the near
term to allow shareholders to vote on this matter. We anticipate
making the specific details of such Extraordinary General Meeting
public shortly.
We do not believe that your proposal to amend
the Articles of Association of Orbotech to address the capital
structure of Orbotech is appropriate for consideration at a general
meeting of shareholders or for inclusion in the Articles of
Association, and therefore will not submit this proposal at either
the 2014 Annual General Meeting or the Extraordinary General
Meeting.
The Orbotech board regularly reviews the
capital structure of the Company, and to require public reporting
on those reviews would disadvantage the Company from a strategic
and competitive perspective.
In closing, we reiterate that Orbotech and
the Orbotech board remain committed to our publicly stated path of
executing upon what we believe are Orbotech’s strong long-term
prospects with the ultimate view toward maximizing value for all
Orbotech shareholders.
Respectfully,Yochai Richter,Active Chairman
of the Board of DirectorsOrbotech Ltd.
About Orbotech Ltd.
Orbotech Ltd. (NASDAQ/GSM: ORBK) has been at the cutting edge of
the electronics industry supply chain, as an innovator of enabling
technologies used in the manufacture of the world’s most
sophisticated consumer and industrial products, for over 30 years.
The Company is a leading provider of yield-enhancing and production
solutions, primarily for manufacturers of printed circuit boards,
flat panel displays and other electronic components. Today,
virtually every electronic device is produced using Orbotech
technology. The Company also applies its core expertise and
resources in other advanced technology areas, including character
recognition for check and forms processing and solar photovoltaic
manufacturing. Headquartered in Israel and operating from multiple
locations internationally, Orbotech’s highly talented and
inter-disciplinary professionals design, manufacture, sell and
service the Company’s end-to-end portfolio of solutions for the
benefit of customers the world over. For more information please
see the Company’s filings with the U.S. Securities and Exchange
Commission (the “SEC”) at www.sec.gov. and visit the
Company’s corporate website at www.orbotech.com. The corporate
website is not incorporated herein by reference and is included as
an inactive textual reference only.
Cautionary Statement Regarding
Forward-Looking Statements
Except for historical information, the matters discussed in this
press release are forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These
statements relate to, among other things, future prospects,
developments and business strategies and involve certain risks and
uncertainties. The words “anticipate,” “believe,” “could,” “will,”
“plan,” “expect” and “would” and similar terms and phrases,
including references to assumptions, have been used in this press
release to identify forward-looking statements. These
forward-looking statements are made based on management’s
expectations and beliefs concerning future events affecting
Orbotech and are subject to uncertainties and factors relating to
its operations and business environment, all of which are difficult
to predict and many of which are beyond the Company’s control. Many
factors could cause the actual results to differ materially from
those projected including, without limitation, the timing, terms
and success of any strategic or other transaction, cyclicality in
the industries in which the Company operates, the Company’s
production capacity, timing and occurrence of product acceptance
(the Company defines ‘bookings’ as purchase arrangements with
customers that are based on mutually agreed terms which, in some
cases, may still be subject to completion of written documentation
and may be changed or cancelled by the customer, often without
penalty), fluctuations in product mix, worldwide economic
conditions generally, especially in the industries in which the
Company operates, the timing and strength of product and service
offerings by the Company and its competitors, changes in business
or pricing strategies, changes in the prevailing political and
regulatory framework in which the relevant parties operate or in
economic or technological trends or conditions, including currency
fluctuations, inflation and consumer confidence, on a global,
regional or national basis, the level of consumer demand for
sophisticated devices such as smartphones, tablets and other
electronic devices, the final outcome and impact of the criminal
matter and ongoing investigation in Korea, including its impact on
existing or future business opportunities in Korea and elsewhere,
any civil actions related to the Korean matter brought by third
parties, including the Company’s customers, which may result in
monetary judgments or settlements, expenses associated with the
Korean matter and other risks detailed in the Company’s SEC
reports, including the Company’s Annual Report on Form 20-F for the
year ended December 31, 2013, and subsequent SEC filings. The
Company assumes no obligation to update the information in this
press release to reflect new information, future events or
otherwise, except as required by law.
Orbotech Ltd.Adrian Auman, +972-8-942-3560Corporate Vice
President Investor Relationsand Special Projects
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