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11.03.2016 19:47:11
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: ROFIN-SINAR Technologies Inc. / Key word(s): AGM/EGM
ROFIN-SINAR CONTINUES TO URGE STOCKHOLDERS TO VOTE THE WHITE PROXY CARD FOR
THE COMPANY'S HIGHLY QUALIFIED AND EXPERIENCED NOMINEES
11.03.2016 / 19:47
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 CONTINUES TO URGE STOCKHOLDERS TO VOTE THE WHITE PROXY CARD FOR
THE COMPANY'S HIGHLY QUALIFIED AND EXPERIENCED NOMINEES
One Leading Proxy Advisory Firm Recommends Voting For Full Slate of ROFIN's
Nominees; Other Two Leading Proxy Advisory Firms Recommend Withholding
Votes For Two SilverArrow Nominees
Stockholders Wishing to Vote for Two of ROFIN's Nominees as Well as One of
SilverArrow's Nominees Can Split Their Vote
Plymouth, MI / Hamburg, Germany, March 11, 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 sent a 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 full text of the
letter follows:
Dear Fellow ROFIN Stockholders,
The ROFIN-SINAR stockholder meeting takes place in less than one week. We
urge you to vote FOR the re-election of Carl F. Baasel, Daniel J. Smoke and
Gary K. Willis on the enclosed WHITE proxy card TODAY to protect your
investment in ROFIN. These three highly qualified director nominees will
ensure that ROFIN continues to have a Board with the right combination of
experience, backgrounds and qualifications to effectively guide management
in executing our strategic plan to increase value for ALL ROFIN
stockholders.
ONE PROXY ADVISORY FIRM RECOMMENDS VOTING FOR FULL SLATE OF ROFIN'S
NOMINEES; OTHER TWO LEADING PROXY ADVISORY FIRMS RECOMMEND WITHHOLDING
VOTES FOR THOMAS LIMBERGER AND JORDAN KOVLER
Egan-Jones Proxy Services ("Egan-Jones") recommends voting the WHITE proxy
card FOR the re-election of all three of ROFIN's three highly qualified and
experienced director nominees. Both Institutional Shareholder Services
("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend that
stockholders withhold votes from Thomas Limberger and Jordan Kovler, two of
SilverArrow Capital Advisors LLP's ("SilverArrow") nominees, and vote for
only one of Silver Arrow's nominees, Gebhard Rainer.
YOU CAN SPLIT YOUR VOTE SHOULD YOU WISH TO DO SO
The Glass Lewis and ISS recommendations to vote for only one of
SilverArrow's nominees, Mr. Rainer, is consistent with our open offer to
expand the Company's Board and immediately appoint Mr. Rainer as a director
until the 2017 Annual Meeting. Our offer, if accepted by SilverArrow,
would provide it with Board representation in reasonable proportion to its
equity ownership stake in ROFIN and end this distracting and costly proxy
fight. We encourage ROFIN's stockholders to send a message to SilverArrow,
through your voting for the Company's nominees, that it is time to accept
the Company's reasonable settlement proposal.
***IMPORTANT VOTING INFORMATION***
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 one of SilverArrow's nominees, you can effectively
split your vote. Should you wish to do so, please contact your custodian
bank(s) who can provide you with the proper instructions. Or, you can
contact Georgeson, our proxy solicitor, for 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
In its report recommending stockholders vote on the WHITE proxy card FOR
all three of ROFIN's nominees, Egan-Jones made the following comment about
ROFIN's Board:
Egan-Jones:
"The current board's advanced technical knowledge of the laser industry has
enabled them to execute a difficult multiyear plan for moving from an old
to new technology in a cost effective way that will allow the company to
thrive in the future."
In contrast, here is what the proxy advisory firms had to say about
SilverArrow's nominees and plans:
Egan-Jones:
"[T]he dissident shareholders have not offered a comprehensive strategic
plan compared to what current management is executing."
Glass Lewis:
"We are hesitant to support more than one of the Dissident Nominees at this
time, particularly considering the lack of a cogent plan and the lack of
any new actionable strategies put forth by the Dissident, as well as the
lack of industry-specific expertise by the Dissident Nominees."
Glass Lewis:
"We note 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."
ISS:
"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."
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
ROFIN is at a pivotal moment in our history. Over the last several years
we have made significant investments in newer laser technologies, such as
high-power fiber lasers, and we are now beginning to see the financial
benefits of these investments, both in terms of strengthening growth and
improving profitability. ROFIN's current Board is committed to continuing
on this path towards enhanced long-term value creation for ALL
stockholders.
We urge you to disregard any material sent to you by SilverArrow. 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 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 one of SilverArrow's nominees, stockholders are
advised to 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
Sincerely,
Dr. Peter Wirth
Chairman of the Board of Directors
Ralph E. Reins
Lead Independent Director
Dr. Stephen Fantone Chairman of the Nominating Committee
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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11.03.2016 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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