by winston » Wed May 19, 2010 7:33 pm
Not vested.
SCENARIOS-ASMI faces split-up demand over Hong Kong stake
* ASMI wants to postpone debate about potential split-up
* Shareholders to vote on May 20 shareholders meeting
* Special dividend could keep activists quiet
By Harro ten Wolde
PARIS, May 19 (Reuters) - Dutch semiconductor equipment maker ASM International (ASMI.AS)(ASMI.O) has a battle on its hands on Thursday to fend off activist shareholders seeking a breakup of the company.
The shareholders want to unlock the value of ASMI's 53-percent stake in Hong Kong-listed ASM Pacific Technology (0522.HK), which makes machines for chip assembly and packaging.
The stake alone is worth 1.3 billion euros ($1.6 billion), based on ASM Pacific's share price -- some 450 million above ASMI's total market capitalisation.
ASMI promised shareholders in 2008 it would put the valuation mismatch on the agenda of the annual shareholder meeting in 2010, but last month said it wanted to hold the discussion only in 2012 due to the recession depressing the value of its own shares.
This prompted investor advisor Churchill Capital to urge shareholders to block the postponement proposal, which Dutch shareholders' group VEB also wants to see voted down. [ID:nLDE64C0J1]
Following is an outline of what could come next:
WAIT TWO MORE YEARS
It will be hard for activist shareholders to find enough support to block ASMI's proposal at the May 20 meeting as ASMI founder Arthur del Prado alone owns more than a fifth of the company.
The three main activist shareholders have been reducing their individual stakes since 2008 to below 5 percent due to the financial crisis.
At the same time ASMI's customers Tokyo Electron (8035.T) and Intel (INTC.O) have bought stakes of a little under 5 percent each in ASMI.
A big turnout is needed to block the proposal and shareholders may end up having to wait two more years to unlock the underlying value of their ASMI shares.
SEE YOU IN COURT (AGAIN)
There is always the option for shareholders to go to the Dutch commercial court. It is already looking into another case, which involves ASMI management's handling of an offer from Applied Materials (AMAT.O) for a major part of the company in 2008.
The court is also investigating whether the issuance of shares to a management-allied foundation was intended to protect management against activist shareholders Hermes and Fursa, who wanted to sack Chief Executive Chuck del Prado, son of founder Arthur.
Shareholders may however reconsider the court option as new judge Peter Ingelse is seen as less receptive to activists.
In March, the court denied all claims of investors who opposed Canon Inc's (7751.T) $1-billion buy of Dutch photocopier and printing firm Oce. [ID:nLDE6221ZF]
SPECIAL DIVIDEND
ASMI could opt for a less radical solution and return some of the hidden value of ASM Pacific to shareholders via dividend payments.
That could keep activists quiet for a while as it will take away part of the 30 percent discount of ASMI shares to ASM Pacific.
"A closure of the valuation gap is in our view also the best defence for ASMI against new attacks from activist shareholders," SNS Securities analyst Victor Bareno said two months ago in a research note.
"If the discount would persist at the current extreme levels, it cannot be excluded that action-oriented investors will take a fresh look at the stock again."
Following is an overview of major shareholders:
COMPANY NAME % VOTING RIGHTS* DATE
Arthur del Prado 22.29 Aug 3, 2009
Lazard Asset Management 5.43 April 29, 2010
Fidelity Management &
Research Company 5.03 Dec 22, 2009
Hermes Focus Asset
Management Europe Limited 4.97 Oct 2, 2009
Centaurus Capital 4.95 March 11 2009
Tokyo Electron (8035.T) 4.9 April 2009
Fursa Alternative
Strategies LLC 4.19 May 14, 2008
Intel (INTC.O) Capital 4 May 2009
* Under Dutch law shareholders only have to file their holdings in companies when passing a threshold, of which 5 pct is the first. Any changes below the 5 pct notch are invisible to supervisors.
Sources: Dutch Authority for the Financial Markets (AFM), company statements
It's all about "how much you made when you were right" & "how little you lost when you were wrong"