Orbotech Reaches Agreement with Ion
2014年6月27日 - 8:36PM
ビジネスワイヤ(英語)
Orbotech Ltd. (NASDAQ/GSM SYMBOL: ORBK) and Ion Asset Management
Ltd. (“Ion”) today announced that they have reached a mutual
agreement under which Orbotech has agreed to call an Extraordinary
General Meeting of shareholders not later than August 15, 2014 to
allow its shareholders to consider a proposal to declassify the
Orbotech Board of Directors. The Orbotech Board and Ion have each
agreed to support this declassification proposal.
Orbotech has also agreed to review its capital allocation policy
and make public such policy no later than August 24, 2014,
including with reference to both dividend payments and share
repurchases, and to make public any future amendments to the
policy.
Subject to the terms and conditions of the agreement, Orbotech
and Ion have agreed that two new individuals will be identified and
selected jointly by Orbotech and Ion to be appointed to the
Orbotech Board of Directors. The first new director is expected to
be appointed to the Orbotech Board prior to September 15, 2014, and
the second new director is expected to be appointed prior to
December 31, 2014. If by November 1, 2014, there is not a vacancy
(or expected vacancy) on the Orbotech Board to permit the
appointment of the second new director by December 31, 2014, the
Orbotech Board will cause the Company to take appropriate actions
to facilitate the appointment of the second new director with
effect by December 31, 2014. The new directors will have a term
until Orbotech’s 2015 Annual General Meeting of shareholders.
Orbotech has also confirmed that the amendments to the Companies
Regulations (Notice and Publication of a General Meeting and Class
Meeting in a Public Company), 5760-2000, published on June 2, 2014,
shall apply to its 2015 Annual General Meeting of shareholders,
including with respect to proposing an agenda item and director
nominations. The Board shall nominate no more than eleven
individuals for election as directors at Orbotech’s 2015 Annual
Meeting.
Ion has agreed to a standstill with respect to certain matters
until prior to Orbotech’s 2015 Annual General Meeting of
shareholders.
Ion is entitled to terminate the agreement with Orbotech within
14 days after Orbotech's announcement of its capital allocation
policy, in which case, each of Ion and Orbotech shall be relieved
of all remaining undertakings under the agreement, including the
standstill and the director appointments.
Yochai Richter, Active Chairman of the Orbotech Board of
Directors, said: “Orbotech is always open to addressing shareholder
concerns and is committed to creating value for all of its
shareholders. Orbotech and its shareholders have engaged in
fruitful discussions related to the Company’s strategic vision for
continued value creation, and we believe this agreement will allow
us to focus on improving our already strong position in the
marketplace.”
The complete agreement between Orbotech and Ion will be filed on
a Form 6-K with the U.S. Securities and Exchange Commission (the
“SEC”).
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 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 Relations and Special Projects
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