Breaking News

Tweet TWEET

ASML and Cymer provide transaction status update

               ASML and Cymer provide transaction status update

PR Newswire

VELDHOVEN, The Netherlands and SAN DIEGO, Dec. 14, 2012

VELDHOVEN, The Netherlands and SAN DIEGO, Dec. 14, 2012 /PRNewswire/ -- ASML
Holding NV (ASML) and Cymer, Inc. (Nasdaq: CYMI) today provide a status update
regarding ASML's previously announced pending acquisition of all of the
outstanding shares of Cymer in a cash-and-stock transaction that will entitle
each Cymer stockholder to receive US$20.00 in cash and a fixed ratio of 1.1502
ASML ordinary shares per Cymer share.

(Logo: http://photos.prnewswire.com/prnh/20090406/LA94420LOGO)

Cymer has established Tuesday, 5 February 2013 as the date on which it will
hold a special shareholders meeting at which the stockholders of record of
Cymer as of 7 January 2013 will be asked to vote on, among other things, a
proposal to approve the merger agreement, dated 16 October 2012, among ASML
and Cymer and certain affiliates of ASML. The parties expect that a proxy
statement/prospectus will be mailed to Cymer's stockholders in early January
2013.

In addition, ASML and Cymer indicated that they are continuing to work with
various regulators. This includes responding to a request for additional
information from the Antitrust Division of the U.S. Department of Justice
regarding the transaction. This second request is part of the regulatory
review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ASML and Cymer intend to continue to work with the Department of Justice and
to comply promptly with this second request.

In addition to expiration or termination of the waiting period under the HSR
Act, the proposed transaction remains subject to other customary closing
conditions, including review by the Committee on Foreign Investment in the
United States and specified international regulators and approval by Cymer's
stockholders.

ASML and Cymer continue to anticipate completion of the transaction in the
first half of 2013.

About the acquisition

ASML and Cymer announced on 17 October 2012 their intention for ASML to
acquire Cymer and thereby accelerate the development of Extreme Ultraviolet
(EUV) semiconductor lithography technology. EUV is vital to support the
semiconductor industry's transition to the next manufacturing technology,
which is needed to create more energy-efficient microchips with more functions
at lower cost, consistent with Moore's Law.

About ASML

ASML is one of the world's leading providers of lithography systems for the
semiconductor industry, manufacturing complex machines that are critical to
the production of integrated circuits or chips. Headquartered in Veldhoven,
the Netherlands, ASML is traded on Euronext Amsterdam and NASDAQ under the
symbol ASML. ASML has more than 8,200 employees on payroll (expressed in full
time equivalents), serving chip manufacturers in more than 55 locations in 16
countries. More information about our company, our products and technology,
and career opportunities is available on our website: www.asml.com

About Cymer

Cymer, Inc. (Nasdaq: CYMI) is an industry leader in developing lithography
light sources, used by chipmakers worldwide to pattern advanced semiconductor
chips, and is pioneering a new silicon crystallization tool for the display
industry. Cymer's light sources have been widely adopted by the world's top
chipmakers and the company's installed base comprises approximately 3,750
systems. Continuing its legacy of leadership, Cymer is currently pioneering
the industry's transition to EUV lithography, the next viable step on the
technology roadmap for the creation of smaller, faster chips. The company is
headquartered in San Diego, CA, has more than 1,200 employees on payroll
(expressed in full time equivalents) and supports its customers from numerous
offices around the globe. Cymer maintains a Web site to which it regularly
posts press releases, SEC filings, and additional information about Cymer.
Interested persons can also subscribe to automated e-mail alerts or RSS feeds.
Please visit www.cymer.com

Forward Looking Statements

"Safe Harbor" Statement under the US Private Securities Litigation Reform Act
of 1995: this press release contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements, as they relate to Cymer or
ASML, this transaction or the expected benefits of this transaction, involve
risks and uncertainties that may cause results to differ materially from those
set forth in the statements. We use words such as "anticipates," "believes,"
"plans," "expects," "projects," "future," "intends," "may," "will," "should,"
"could," "estimates," "predicts," "potential," "continue," "guidance" and
similar expressions to identify these forward-looking statements. These
statements are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the business and
future financial results of ASML and Cymer, and readers should not place undue
reliance on them. Actual results or developments may differ materially from
those in the forward-looking statements. These forward looking statements are
subject to risks and uncertainties, including the inability to obtain Cymer
stockholder approval or regulatory approval for this transaction, the
satisfaction of other conditions to the closing of the transaction, the
possibility that the length of time necessary to consummate this transaction
may be longer than anticipated, the achievement of the expected benefits of
the transaction, risks associated with integrating the businesses of Cymer and
ASML, the possibility that the businesses of ASML and Cymer may suffer as a
result of uncertainty surrounding the proposed transaction, the expected
capacity and capability developments in EUV systems, the anticipated effect of
this transaction on ASML's earnings per share and EUV margins, the benefits of
the DUV and IBP businesses and other risks associated with the development of
EUV technology.

The foregoing risk list of factors is not exhaustive. You should consider
carefully the foregoing factors and the other risks and uncertainties that
affect the businesses of ASML and Cymer described in the risk factors included
in ASML's Annual Report on Form 20-F and Cymer's Annual Report on Form 10-K,
Cymer's Quarterly Reports on Form 10-Q, and other documents filed by ASML and
Cymer from time to time with the SEC. The parties disclaim any obligation to
update the forward-looking statements contained herein.



Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. No
offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended. The
proposed transaction will be submitted to the stockholders of Cymer for their
consideration. In connection with the proposed transaction, ASML has filed a
registration statement on Form F-4 with additional information concerning the
transaction, including a proxy statement/prospectus. CYMER STOCKHOLDERS ARE
ADVISED TO READ THESE DOCUMENTS CAREFULLY (WHEN THEY BECOME AVAILABLE) AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement, the registration statement, and other
documents containing other important information about Cymer and ASML filed or
furnished to the SEC (when they become available) may be read and copied at
the SEC's public reference room located at 100 F Street, N.E., Washington,
D.C. 20549. Information on the operation of the Public Reference Rooms may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
website, www.sec.gov, from which any electronic filings made by ASML and Cymer
may be obtained without charge. In addition, investors and shareholders may
obtain copies of the documents filed with or furnished to the SEC upon oral or
written request without charge. Requests may be made in writing by regular
mail by contacting ASML at the following address: De Run 6501, 5504 DR,
Veldhoven, The Netherlands, Attention: Investor Relations, or by contacting
Cymer at the following address: 17075 Thornmint Court, San Diego, CA, 92127,
Attention: Investor Relations, +1 858 385 6097.

Cymer and ASML and their respective directors, executive officers and
employees and other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction. Information regarding
Cymer's directors and executive officers and their ownership of Cymer common
stock is available in Cymer's proxy statement for its 2012 meeting of
stockholders, as filed with the SEC of Schedule 14A on April 11, 2012.
Information about ASML's directors and executive officers and their ownership
of ASML ordinary shares is available in its Annual Report on Form 20-F for the
year ended December 31, 2011 and will be available in the joint proxy
statement/prospectus (when available). Other information regarding the
interests of such individuals as well as information regarding Cymer's and
ASML's directors and officers will be available in the proxy
statement/prospectus when it becomes available. These documents can be
obtained free of charge from the sources indicated above.

SOURCE Cymer, Inc.

Website: http://www.cymer.com
Contact: ASML, Media Relations, Lucas van Grinsven, Communications, Veldhoven,
the Netherlands, +31 40 268 3949 , or Investor Relations , Craig DeYoung,
Tempe, Arizona, USA , +1 -480-38-4005, or Franki D'Hoore, Veldhoven, the
Netherlands, +31 40 268 6494 ; Cymer , Investor Relations, Natalie Badillo,
+1-858-385 6097; or Media, Taryn Unruh +1-619-234-0345 (Formula)
 
Press spacebar to pause and continue. Press esc to stop.