Egan Jones Highlights that Dissident Stockholder Has No Comprehensive Strategic Plan and That Dissident Slate Lacks Industry Expertise, Public Company Experience and Diversity
ROFIN Clarifies Response to ISS Report: Both ISS and Glass Lewis Recommend Rejecting Messrs. Limberger and Kovler, Two of Dissident's Three Nominees, and Voting for Gebhard Rainer
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 welcomed the report by Egan-Jones Proxy Services ("Egan Jones"), a leading independent proxy advisory firm, recommending that ROFIN's stockholders vote the WHITE proxy card FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis, ROFIN's highly qualified and experienced director nominees, at the Company's Annual Meeting of Stockholders on March 17, 2016.
The Company also clarified its response to the reports issued by two other leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), regarding the Company's Annual Meeting. ROFIN welcomes the recommendation by both ISS and Glass Lewis that stockholders withhold votes for Thomas Limberger and Jordan Kovler, two of SilverArrow Capital Advisors LLP's ("SilverArrow") director nominees, and vote for only one of Silver Arrow's director nominees, Gebhard Rainer. These recommendations are consistent with ROFIN's open offer to settle the proxy contest by expanding the Company's Board and immediately appointing Mr. Rainer as a director. Given the dissident's unwillingness to engage in settlement discussions, ROFIN urges its stockholders to vote the WHITE proxy card today FOR the re-election of ROFIN's highly qualified and experienced director nominees.
In making its recommendation to vote for all three of the Company's director nominees on the white proxy card, Egan Jones stated that it considered the following factors:
ROFIN stockholders are reminded that their vote is important, no matter how many shares they own. To follow the recommendations of Egan Jones and the ROFIN Board, stockholders should vote the WHITE proxy card "FOR" all of ROFIN's three highly qualified and experienced nominees: Carl F. Baasel, Daniel J. Smoke and Gary K. Willis. Stockholders who have previously submitted proxy votes in favor of the dissident's nominees can change their votes to favor ROFIN's nominees by submitting the WHITE proxy card. Only the latest-dated, validly-executed proxy vote counts.
Response to Stockholder Inquiries about Split Voting
Although ROFIN urges its stockholders to vote "FOR" all of ROFIN's three highly qualified and experienced nominees, should stockholders wish to vote for two of ROFIN's nominees as well as Mr. Rainer, consistent with the ISS and Glass Lewis recommendations, stockholders should 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
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.
ROFIN Clarifies Response to ISS Report: Both ISS and Glass Lewis Recommend Rejecting Messrs. Limberger and Kovler, Two of Dissident's Three Nominees, and Voting for Gebhard Rainer
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 welcomed the report by Egan-Jones Proxy Services ("Egan Jones"), a leading independent proxy advisory firm, recommending that ROFIN's stockholders vote the WHITE proxy card FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis, ROFIN's highly qualified and experienced director nominees, at the Company's Annual Meeting of Stockholders on March 17, 2016.
The Company also clarified its response to the reports issued by two other leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), regarding the Company's Annual Meeting. ROFIN welcomes the recommendation by both ISS and Glass Lewis that stockholders withhold votes for Thomas Limberger and Jordan Kovler, two of SilverArrow Capital Advisors LLP's ("SilverArrow") director nominees, and vote for only one of Silver Arrow's director nominees, Gebhard Rainer. These recommendations are consistent with ROFIN's open offer to settle the proxy contest by expanding the Company's Board and immediately appointing Mr. Rainer as a director. Given the dissident's unwillingness to engage in settlement discussions, ROFIN urges its stockholders to vote the WHITE proxy card today FOR the re-election of ROFIN's highly qualified and experienced director nominees.
In making its recommendation to vote for all three of the Company's director nominees on the white proxy card, Egan Jones stated that it considered the following factors:
- "The belief that the dissident shareholders have not offered a comprehensive strategic plan compared to what current management is executing that would likely be better in terms of risk and shareholder value.
- We are not convinced that two of the dissident shareholders' nominees, would work to the benefit of the shareholders given their level of industry expertise, public company experience and diversity.
- The fact that the solicitation being made by the dissidents could disrupt the ongoing efforts of the management toward the implementation of the strategic plan. The proxy fight initiated by SilverArrow is of questionable value to the shareholders of the company.
- 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."
ROFIN stockholders are reminded that their vote is important, no matter how many shares they own. To follow the recommendations of Egan Jones and the ROFIN Board, stockholders should vote the WHITE proxy card "FOR" all of ROFIN's three highly qualified and experienced nominees: Carl F. Baasel, Daniel J. Smoke and Gary K. Willis. Stockholders who have previously submitted proxy votes in favor of the dissident's nominees can change their votes to favor ROFIN's nominees by submitting the WHITE proxy card. Only the latest-dated, validly-executed proxy vote counts.
Response to Stockholder Inquiries about Split Voting
Although ROFIN urges its stockholders to vote "FOR" all of ROFIN's three highly qualified and experienced nominees, should stockholders wish to vote for two of ROFIN's nominees as well as Mr. Rainer, consistent with the ISS and Glass Lewis recommendations, stockholders should 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
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.
