Exhibit 99.1
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CONTACT: Sam Duggan
Director, Investor Relations
(314) 279-5920
Michele Katz/Connie Bienfait/
Elric Martinez
Morgen-Walke Associates
Press: Lee Foley
(212) 850-5600
MEMC ANNOUNCES INTENTION TO RAISE $200 MILLION IN EQUITY CAPITAL
THROUGH A PRIVATE PLACEMENT AND A RIGHTS OFFERING
St. Peters, MO, October 22, 1998 -- MEMC Electronic Materials, Inc. (NYSE: WFR)
today announced that the Company has filed a registration statement with the
Securities and Exchange Commission to raise approximately $94 million in equity
capital through a rights offering. MEMC also announced that VEBA Corporation,
the Company's 53.1% stockholder, has agreed to purchase approximately $106
million of MEMC common stock in a private placement, subject to certain
customary conditions.
The private placement and rights offering would complete a $350 million
financial restructuring of the Company which includes $150 million in additional
credit facilities received from VEBA AG and its affiliates over the last four
months. This restructuring also provides for the extension of all outstanding
debt with VEBA AG and its affiliates that matures prior to January 1, 2001 to
the respective rollover dates in 2001.
The private placement to VEBA Corporation is expected to close concurrently with
the Securities and Exchange Commission declaring effective the registration
statement associated with the rights offering. The per share price of MEMC's
common stock sold to VEBA Corporation is to be set at a weighted average trading
price per share of MEMC's common stock during a period shortly before the date
of the rights offering final prospectus.
Under the rights offering, MEMC plans to issue transferable rights to purchase
additional shares of common stock to the Company's stockholders of record, other
than VEBA Corporation. The rights offering would allow MEMC's stockholders an
opportunity to restore their proportionate interest in the Company at the same
price per share of common stock as paid by VEBA Corporation in the private
placement. Rights holders who exercise their rights in full would also have the
opportunity to subscribe for additional shares of common stock which are not
purchased by other eligible rights holders. VEBA Corporation has agreed to
purchase all shares not subscribed for by other stockholders in the rights
offering, subject to certain customary conditions.
A registration statement relating to the rights and the underlying common stock
has been filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
news release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or other jurisdiction. In any state or other jurisdiction where
securities, blue sky laws or other laws require the rights offering to be made
by a licensed broker or dealer, the rights offering will be deemed to be made on
behalf of the Company by the dealer managers or one or more registered brokers
or dealers licensed under the laws of such jurisdiction. The rights offering
will be made only by means of a prospectus.
The shares of common stock to be purchased by VEBA Corporation will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States without such registration or an applicable exemption from such
registration requirements.
NationsBanc Montgomery Securities LLC and J.P. Morgan Securities Inc. are
expected to act as dealer managers in connection with this rights offering.
VEBA Corporation is a U.S. subsidiary of VEBA AG. VEBA AG (NYSE: VEB), which is
among the largest publicly held industrial corporations in Germany, is engaged
in businesses including electricity, chemicals, oil, distribution/logistics,
real estate management and telecommunications.
MEMC is the second largest producer of silicon wafers in the world. The silicon
wafer is the fundamental building block of semiconductors, which, in turn, are
found in virtually all electronics applications, including computers,
telecommunications equipment, automobiles, consumer electronics products,
industrial automation and control systems, and analytical and defense systems.
Headquartered in St. Peters, MO, MEMC operates manufacturing facilities directly
or through joint ventures in Italy, Japan, Malaysia, South Korea, Taiwan and the
United States.
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