Orbotech Ltd. (NASDAQ/GSM SYMBOL: ORBK) and Ion Asset Management Ltd. (“Ion”)
today announced that they have reached a mutual agreement under which
Orbotech has agreed to call an Extraordinary General Meeting of
shareholders not later than August 15, 2014 to allow its shareholders to
consider a proposal to declassify the Orbotech Board of Directors. The
Orbotech Board and Ion have each agreed to support this declassification
proposal.
Orbotech has also agreed to review its capital allocation policy and
make public such policy no later than August 24, 2014, including with
reference to both dividend payments and share repurchases, and to make
public any future amendments to the policy.
Subject to the terms and conditions of the agreement, Orbotech and Ion
have agreed that two new individuals will be identified and selected
jointly by Orbotech and Ion to be appointed to the Orbotech Board of
Directors. The first new director is expected to be appointed to the
Orbotech Board prior to September 15, 2014, and the second new director
is expected to be appointed prior to December 31, 2014. If by November
1, 2014, there is not a vacancy (or expected vacancy) on the Orbotech
Board to permit the appointment of the second new director by December
31, 2014, the Orbotech Board will cause the Company to take appropriate
actions to facilitate the appointment of the second new director with
effect by December 31, 2014. The new directors will have a term until
Orbotech’s 2015 Annual General Meeting of shareholders.
Orbotech has also confirmed that the amendments to the Companies
Regulations (Notice and Publication of a General Meeting and Class
Meeting in a Public Company), 5760-2000, published on June 2, 2014,
shall apply to its 2015 Annual General Meeting of shareholders,
including with respect to proposing an agenda item and director
nominations. The Board shall nominate no more than eleven individuals
for election as directors at Orbotech’s 2015 Annual Meeting.
Ion has agreed to a standstill with respect to certain matters until
prior to Orbotech’s 2015 Annual General Meeting of shareholders.
Ion is entitled to terminate the agreement with Orbotech within 14 days
after Orbotech's announcement of its capital allocation policy, in which
case, each of Ion and Orbotech shall be relieved of all remaining
undertakings under the agreement, including the standstill and the
director appointments.
Yochai Richter, Active Chairman of the Orbotech Board of Directors,
said: “Orbotech is always open to addressing shareholder concerns and is
committed to creating value for all of its shareholders. Orbotech and
its shareholders have engaged in fruitful discussions related to the
Company’s strategic vision for continued value creation, and we believe
this agreement will allow us to focus on improving our already strong
position in the marketplace.”
The complete agreement between Orbotech and Ion will be filed on a Form
6-K with the U.S. Securities and Exchange Commission (the “SEC”).
About Orbotech Ltd.
Orbotech Ltd. (NASDAQ/GSM: ORBK) has been at the cutting edge of the
electronics industry supply chain, as an innovator of enabling
technologies used in the manufacture of the world’s most sophisticated
consumer and industrial products, for over 30 years. The Company is a
leading provider of yield-enhancing and production solutions, primarily
for manufacturers of printed circuit boards, flat panel displays and
other electronic components. Today, virtually every electronic device is
produced using Orbotech technology. The Company also applies its core
expertise and resources in other advanced technology areas, including
character recognition for check and forms processing and solar
photovoltaic manufacturing. Headquartered in Israel and operating from
multiple locations internationally, Orbotech’s highly talented and
inter-disciplinary professionals design, manufacture, sell and service
the Company’s end-to-end portfolio of solutions for the benefit of
customers the world over. For more information please see the Company’s
filings with the SEC at www.sec.gov.
and visit the Company’s corporate website at www.orbotech.com.
The corporate website is not incorporated herein by reference and is
included as an inactive textual reference only.
Cautionary Statement Regarding Forward-Looking
Statements
Except for historical information, the matters discussed in this press
release are forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. These statements
relate to, among other things, future prospects, developments and
business strategies and involve certain risks and uncertainties. The
words “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and
“would” and similar terms and phrases, including references to
assumptions, have been used in this press release to identify
forward-looking statements. These forward-looking statements are made
based on management’s expectations and beliefs concerning future events
affecting Orbotech and are subject to uncertainties and factors relating
to its operations and business environment, all of which are difficult
to predict and many of which are beyond the Company’s control. Many
factors could cause the actual results to differ materially from those
projected including, without limitation, the timing, terms and success
of any strategic or other transaction, cyclicality in the industries in
which the Company operates, the Company’s production capacity, timing
and occurrence of product acceptance (the Company defines ‘bookings’ as
purchase arrangements with customers that are based on mutually agreed
terms which, in some cases, may still be subject to completion of
written documentation and may be changed or cancelled by the customer,
often without penalty), fluctuations in product mix, worldwide economic
conditions generally, especially in the industries in which the Company
operates, the timing and strength of product and service offerings by
the Company and its competitors, changes in business or pricing
strategies, changes in the prevailing political and regulatory framework
in which the relevant parties operate or in economic or technological
trends or conditions, including currency fluctuations, inflation and
consumer confidence, on a global, regional or national basis, the level
of consumer demand for sophisticated devices such as smartphones,
tablets and other electronic devices, the final outcome and impact of
the criminal matter and ongoing investigation in Korea, including its
impact on existing or future business opportunities in Korea and
elsewhere, any civil actions related to the Korean matter brought by
third parties, including the Company’s customers, which may result in
monetary judgments or settlements, expenses associated with the Korean
matter and other risks detailed in the Company’s SEC reports, including
the Company’s Annual Report on Form 20-F for the year ended December 31,
2013, and subsequent SEC filings. The Company assumes no obligation to
update the information in this press release to reflect new information,
future events or otherwise, except as required by law.
Copyright Business Wire 2014