Sumitomo Heavy Industries Ltd and TPG, a private equity firm, said in a statement that they are committed to engage in discussions with Axcelis Technologies Inc. for the acquisition of Axcelis for $6 per share or $630 million.
Sumitomo and TPG's $6-per-share proposal represents a 48.5 percent premium to Axcelis' stock price of $4.04 on February 8, the last trading day before Sumitomo and TPG's initial proposal was made public.
Axcelis rejected the offer made in March, saying it undervalued the company. Axcelis noted in a recent statement that it is willing to pursue discussions with Sumitomo on a "private and confidential basis."
Long discussion
In its statement, Sumitomo quoted that Axcelis' statement of "deteriorating performance at our SEN joint venture" prompts the need to consummate a transaction in the near future.
According to Sumitomo, "Axcelis has rebuffed numerous expressions of interest by Sumitomo in acquiring the company since 2006. Given this history, Sumitomo has been forced to handle negotiations over a confidentiality agreement and standstill in a manner that best preserves our options and those of Axcelis' shareholders."
Added the company, the Axcelis board has insisted as a precondition to initiating discussions that, for an extended period of time, Sumitomo agrees to terminate all public statements and discussions with stockholders regarding the status of the negotiations. Another precondition is that Sumitomo will relinquish to pursue an acquisition of Axcelis through a tender offer or to seek representation on the board of directors at Axcelis.
"We believe that agreeing to such terms will make it more difficult to pursue successful, good-faith negotiations and would not be in the best interests of those Axcelis stockholders seeking to benefit from our all cash, premium offer," said Sumitomo.
Sumitomo also expressed its concern that Axcelis' board may "harbor illusions about acquiring Sumitomo's interest in SEN," despite its statements that SEN is not for sale.
In a separate statement, Axcelis said that it sees that a "one company approach" combining Axcelis and SEN could yield operational and commercial synergies. Axcelis said, "we have on several previous occasions sought unsuccessfully to engage in such discussions."