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Filed by Silicon Valley Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to
Rule 14a-12 of the Securities and Exchange
Act of 1934, as amended.
Commission File No.: 000-11348
Subject Company: ASM Lithography Holding N.V.
ASM LITHOGRAPHY HOLDING N.V. AND SILICON VALLEY GROUP, INC. REFILE PETITION FOR
EXON - FLORIO REVIEW
VELDHOVEN, THE NETHERLANDS AND SAN JOSE, CA - FEBRUARY 6, 2001 - ASM
Lithography Holding N.V. (Amsterdam Exchanges and NASDAQ: ASML) and Silicon
Valley Group, Inc. (NASDAQ: SVGI) today announced, as previously planned, that
they have refiled their petition in connection with the Exon-Florio review
process on February 5, 2000. The companies withdrew their original Exon-Florio
filing on January 5, 2001 in order to provide additional time to address U.S.
government inquiries focusing on Silicon Valley Group's optical lens polishing
operation, Tinsley Laboratories, which performs a limited amount of U.S. defense
related work. During the interim, ASML and Silicon Valley Group have been
working with governmental officials to address these inquiries in a timely
fashion. The companies will continue to work toward satisfactorily resolving the
inquiries so that the proposed merger can be closed during the first quarter of
2001.
Exon-Florio is the common name for the review process the U.S. government uses
to screen acquisitions of U.S. companies such as Silicon Valley Group by foreign
entities such as ASML. The review, which is performed by the Committee on
Foreign Investment in the United States, is authorized by the Exon-Florio
Amendment to the Defense Production Act of 1950. Successful completion of an
Exon-Florio review will provide a safe harbor for the transaction from any U.S.
governmental interference based on national security concerns.
Having already received antitrust clearance, the consummation of the merger
agreement awaits completion of the Exon-Florio review process, the approval by
SVG's stockholders and the satisfaction of other customary conditions.
For more information about the merger agreement and the combining companies,
please see the October 2, 2000 press release announcing the transaction at
www.asml.com or www.svg.com and the proxy statement-prospectus related to the
merger on file with Securities and Exchange Commission and available at
www.sec.gov.
ABOUT ASML
ASML, headquartered in Veldhoven, The Netherlands, was founded in 1984 to bring
advanced microlithography systems to the global semiconductor industry. The
company develops, manufactures and services lithography systems, known as wafer
steppers and step-and-scan systems. The company supplies its products to
integrated circuit manufacturers, worldwide, that use them to produce
semiconductors.
The company has successfully leveraged its technology and, today, is recognized
as supplying the world's most productive imaging systems. From 1998 to 1999, the
company's sales increased from EUR 779 million (US$875 million) to EUR 1,197
million (US$1,277 million). ASML's total installed base is now more than 1,500
systems.
Leveraging a high-technology network that includes Philips Research
Laboratories, Philips Center for Fabrication Technology, Carl Zeiss, IMEC and
Agilent enables ASML to offer its customers the most advanced imaging technology
and fully developed products on the market.
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ASML's manufacturing operations and its pilot development and R&D facilities are
located at its global headquarters in Veldhoven. In addition, ASML maintains
state-of-the-art applications and training facilities in Veldhoven; at its US
headquarters in Tempe, Arizona; and in Korea and Taiwan. Today, it employs more
than 3,700 employees. The company's web address is www.asml.com.
ABOUT SVG
SVG, headquartered in San Jose, California, was founded in 1977 and is a leading
supplier of wafer processing equipment for the worldwide semiconductor industry.
The company designs, manufactures and markets technically sophisticated
equipment used in the primary stages of semiconductor manufacturing. Its
products include: photoresist processing equipment; oxidation, diffusion and
low-pressure chemical vapor deposition processing systems; atmospheric pressure
chemical vapor deposition systems; lithography exposure tools that use
step-and-scan technology; and precision optical components and systems. The
company's web address is www.svg.com. In connection with the proposed
transaction, ASML has filed a registration statement on Form F - 4 and SVG has
filed a proxy statement - prospectus, each with the Securities and Exchange
Commission. Investors and security holders are advised to read the registration
statement and the proxy statement - prospectus when they become available
because they will contain important information. Investors and security holders
may obtain a free copy of the proxy statement - prospectus and other documents
filed by SVG with the Securities and Exchange Commission at the Securities and
Exchange Commission's web site at www.sec.gov. Free copies of the registration
statement and other documents filed by ASML with the SEC may be obtained from
ASML by directing a request to ASML, Attention: Franki D'Hoore (+31 40)
268-3938. Free copies of the proxy statement - prospectus and other documents
filed by SVG with the SEC may also be obtained from SVG by directing a request
to SVG, Attention: Manager of Investor Relations (408) 467-5870. SVG and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from SVG stockholders in favor of the merger. These
directors and executive officers include the following: Michael J. Attardo,
Papken S. Der Torossian, William A. Hightower, William L. Martin, Nam P. Suh,
Lawrence Tomlison, Russell G. Weinstock, John Shamaly, Steven L. Jensen, Jeffrey
M. Kowalski, and Borris Lipkin. Collectively, as of December 20, 2000, the
directors and executive officers of SVG may be deemed to beneficially own
approximately 5.29% of the outstanding shares of SVG common stock. Investors and
security holders may obtain additional information regarding the interests of
the participants by reading the registration statement and proxy statement -
prospectus when each becomes available.
"SAFE HARBOR" STATEMENT UNDER THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: THIS PRESS RELEASE CONTAINS CERTAIN "FORWARD - LOOKING " STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Investors are cautioned that such forward-looking statements involve significant
risks and uncertainties regarding the Exon-Florio process and the successful
completion of the merger, including and without limitation: the inability to
obtain regulatory approvals; actions of the U.S., foreign and local governments;
the economic environment of the
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semiconductor industry; and the general economic environment. More detailed
information about these factors is set forth in the reports filed by ASML and
SVG with the Securities and Exchange Commission. Neither ASML nor SVG is under
any obligation to (and expressly disclaims any such obligation to) update or
alter its forward - looking statements, whether as a result of new information,
future events or otherwise.
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