EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: David Ringler
Investor Relations/
Corporate Communications
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Tel (510) 572-6848
Fax (510) 572-6454
email david.ringler@lamrc.com
LAM RESEARCH CORPORATION ADOPTS
SHAREHOLDER RIGHTS PLAN
Fremont, California, January 24, 1997 - Lam
Research Corporation (Nasdaq: LRCX) today announced that its
Board of Directors had adopted a Shareholder Rights Plan in
which rights will be distributed as a dividend at the rate of
one right for each share of common stock, par value $.001 per
share, of the Company held by stockholders of record as of
the close of business on January 31, 1997. In connection
with the adoption of the Shareholder Rights Plan, the Board
of Directors also adopted a number of amendments to the
Company's bylaws, including amendments requiring advance
notice of stockholder nominations of directors, stockholder
proposals, actions by written consent by stockholders and a
stockholder's intention to cumulate votes. The bylaw
amendments also eliminate the right of stockholders to call
special meetings of stockholders.
The Rights Plan is intended to protect stockholders
by deterring coercive takeover tactics, including the
accumulation of shares in the open market or through private
transactions, and to prevent an acquiror from gaining control
of the Company without offering a fair price to all of the
Company's stockholders. The Rights will expire on January
31, 2007. The bylaw amendments are intended to provide
advance notice of stockholder initiatives so that the Board
of Directors, as well as all stockholders of the Company, can
evaluate such initiatives with the benefit of full disclosure
of information and in an orderly manner.
Under the Rights Plan, each right initially will
entitle stockholders to buy one unit of a share of preferred
stock for $250. The rights will be exercisable only if a
person or group (other than stockholders currently owning 15
percent of the Company's common stock) acquires beneficial
ownership of 15 percent or more of the Company's common stock
or commences a tender or exchange offer upon consummation of
which such person or group would beneficially own 15 percent
or more of the Company's common stock.
If any person becomes the beneficial owner of 15
percent or more of the Company's common stock, other than
pursuant to a tender or exchange offer for all outstanding
shares of the Company approved by a majority of the
independent directors not affiliated with such person, then
each right not owned by such person or related parties will
entitle its holder to purchase, at the right's then current
exercise price, shares of the Company's common stock (or, in
certain circumstances as determined by the Board, cash, other
property or other securities) having a value of twice the
right's then current exercise price. In addition, if after
any person has become a 15 percent stockholder, the Company
is involved in a merger or other business combination
transaction with another person in which the Company does not
survive or in which its common stock is changed or exchanged,
or if the Company sells 50 percent or more of its assets or
earning power to another person, each right will entitle its
holder to purchase, at the right's then current exercise
price, shares of common stock of such other person having a
value of twice the right's then current exercise price.
The Company will generally be entitled to redeem
the Rights at $.001 per Right at any time until 10 business
days (subject to extension) following a public announcement
that a 15 percent position has been acquired.
Details of the Shareholder Rights Plan are outlined
in a letter to be mailed to all stockholders of the Company.
Safe Harbor Statement Under the Private Securities
Litigation Act of 1995: This press release contains certain
forward-looking statements, including those relating to
distribution of dividends and operation of the Shareholder
Rights Plan, that are subject to various risks and
uncertainties that could cause results to differ materially.
These risks include the risk that future action or inaction
by the Board with respect to the Shareholder Rights Plan,
including any future decision relating to redemption of the
Rights or amendment of the terms of the Rights, could become
the subject of litigation and other risks detailed from time
to time in the Company's SEC reports, including the report on
Form 10-Q for the quarter ended September 30, 1996. The
Company assumes no obligation to update the information in
this release.
Lam Research Corporation is a leading supplier of
wafer processing equipment to the worldwide semiconductor
industry. The Company's broad product offerings are focused
on etch and deposition, two of the most vital steps in the
fabrication of current and future integrated circuits.
Founded in 1980, Lam is headquartered in Fremont and
maintains customer support centers throughout the United
States, Europe, Japan and the Asia/Pacific region to support
its global customer base. The Company's common stock trades
on the Nasdaq National Market under the symbol LRCX. Lam's
World Wide Web address is http://www.lamrc.com.