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17.02.2016 20:52:46
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DGAP-News: ROFIN-SINAR Technologies Inc.
DGAP-News: Rofin-Sinar Technologies Inc. / Key word(s): AGM/EGM
Rofin-Sinar Technologies Inc.: ROFIN-SINAR ISSUES OPEN LETTER TO
STOCKHOLDERS (news with additional features)
17.02.2016 / 20:52
The issuer is solely responsible for the content of this announcement.
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- PRESS RELEASE -
Investor Contacts: Media Contacts:
Katharina Manok Bill Fiske/Rajeev Kumar Mike Pascale/Neil
Maitland
ROFIN-SINAR Georgeson Abernathy MacGregor
011-49-40-733-63- 201-222-4250 / 201-222- 212-371-5999
4256 4226
- or - BFiske@georgeson.com mmp@abmac.com
734-416-0206 RKumar@georgeson.com nam@abmac.com
ROFIN-SINAR ISSUES OPEN LETTER TO STOCKHOLDERS
Plymouth, MI / Hamburg, Germany, February 17, 2016 - ROFIN-SINAR
Technologies Inc. (NASDAQ: RSTI) ("ROFIN" or "the Company"), one of the
world's leading developers and manufacturers of high-performance laser beam
sources and laser-based solutions and components, sent the following letter
to ROFIN stockholders urging them to protect their investment in ROFIN and
vote the WHITE proxy card today FOR the re-election of Carl F. Baasel,
Daniel J. Smoke and Gary K. Willis, ROFIN's highly qualified director
nominees, at the Company's upcoming 2016 Annual Meeting of Stockholders on
March 17, 2016.
Highlights of the letter include:
- ROFIN and its Board of Directors have demonstrated a sustained
strategic effort to build a strong platform from which to drive future
growth and increase value over the long-term to ALL ROFIN stockholders.
This includes establishing a broad laser portfolio and leading
positions in growing markets, being one of the first movers into newer
and higher growth technologies such as fiber lasers and ultrashort
pulse lasers, improving manufacturing efficiency and implementing cost
reductions, and pursuing a balanced capital allocation that includes
significant capital returns to stockholders as well as investment in
organic growth initiatives and strategic M&A.
- ROFIN's strategy has begun to show results. In fiscal year 2015,
earnings per share increased 64% year over year and in the first
quarter of fiscal year 2016, earnings per share were up year over year
and exceeded guidance, excluding significant non-recurring costs
primarily related to the proxy fight.
- The Company's current Board composition provides the right combination
of experience, backgrounds, and qualifications to effectively fulfill
its responsibilities and increase stockholder value. Furthermore, the
Board remains open to adding additional directors that can enhance its
ability to deliver value to all stockholders, as evidenced by the
appointment of Ms. Jenifer Bunis to the Board in December 2015.
- A dissident stockholder, SilverArrow Capital Advisors, LLP
("SilverArrow"), is pursuing its own short-term interests to the
detriment of ROFIN and its other stockholders by waging a costly and
distracting proxy fight to replace three highly qualified ROFIN
directors with a deficient slate of SilverArrow nominees. SilverArrow
is an unproven investor that has no track record of active public
company ownership in its short five-year history, and none of its
nominees have any experience in the specialized industrial laser
industry.
- ROFIN's independent Nominating Committee determined that two of
SilverArrow's nominees, Messrs. Thomas Limberger and Jordan Kovler,
were unsuitable to be directors of ROFIN. In the case of Mr.
Limberger, the review uncovered a track record of stockholder value
destruction, as well as reported misuse of company funds, high turnover
of senior executives, excessive executive pay and a Swiss Stock
Exchange investigation reportedly into his share dealings. In the case
of Mr. Kovler, the review found no relevant manufacturing, operational
or public company Board experience in the 15 years since Mr. Kovler
graduated from college that would enable him to effectively contribute
to the ROFIN Board.
- ROFIN engaged in good faith discussions with SilverArrow over several
months in an effort to reach a settlement and avoid a proxy fight.
This included offering to appoint one of SilverArrow's nominees to the
ROFIN Board. SilverArrow responded with an unreasonable
"take-it-or-leave-it" counteroffer and demanded the resignation of
three of ROFIN's experienced and highly qualified directors and the
appointment of all three of SilverArrow's proposed nominees.
The full text of the letter sent to stockholders with ROFIN's proxy
statement and accompanying proxy card is below:
Dear Fellow ROFIN Stockholders,
Protect your investment in ROFIN
Vote the enclosed WHITE proxy card today
ROFIN-SINAR's upcoming Annual Meeting of Stockholders on March 17, 2016
will be critical in determining the future of your company. A dissident
stockholder, SilverArrow Capital Advisors, LLP ("SilverArrow"), is waging a
proxy fight and soliciting votes to replace three of ROFIN's highly
qualified directors with three SilverArrow nominees. Our independent
Nominating Committee carefully reviewed the experience and qualifications
of SilverArrow's three nominees and found that two of the nominees, Messrs.
Thomas Limberger and Jordan Kovler, were unsuitable to be directors of
ROFIN.
In the case of Mr. Limberger, the Committee's review uncovered a track
record of stockholder value destruction during his short tenures as CEO of
OC Oerlikon Management AG ("Oerlikon") and Von Roll Holding AG ("Von Roll")
(Mr. Limberger's two most recent employments prior to his association with
SilverArrow). The review also uncovered reported misuse of company funds,
high turnover of senior executives, excessive executive pay and a Swiss
Stock Exchange investigation reportedly into his share dealings.
In the case of Mr. Kovler, the review found no relevant manufacturing,
operational or public company Board experience in the 15 years since Mr.
Kovler graduated from college that would enable him to effectively
contribute to the ROFIN Board. We are surprised that SilverArrow would
nominate a candidate for the Board with such a lack of qualifications and
experience. We believe this reflects SilverArrow's own inexperience with
proper corporate governance standards and its prioritization of its own
short-term objectives at the expense of long-term value creation for all
stockholders. Our views are further bolstered by SilverArrow's prior
identification of two other individuals to serve as SilverArrow's nominees
to the ROFIN Board, both of whom were associated with SilverArrow or Mr.
Limberger (notwithstanding claims for better Board governance and
independence).
We engaged in good faith discussions with SilverArrow over several months
in an effort to reach a settlement and avoid a costly and distracting proxy
fight. This included our offer to appoint one of SilverArrow's nominees,
Mr. Gebhard Rainer, to the ROFIN Board. We were disappointed with
SilverArrow's outright rejection of our good faith settlement offer and
SilverArrow's unreasonable "take-it-or-leave-it" counteroffer, which
demanded the resignation of three of ROFIN's experienced and highly
qualified directors and the appointment of all three of SilverArrow's
proposed nominees, even though the ROFIN Nominating Committee unanimously
determined that Messrs. Limberger and Kovler lack the necessary skill set
and character to serve as effective directors.
We are highly disappointed that SilverArrow is pursuing its own short-term
interests through an expensive and self-serving proxy fight to the
detriment of ROFIN and its other stockholders. Simply put, SilverArrow
does not understand ROFIN's business, none of its nominees have any
experience in the specialized industrial laser industry and it is clear
from the track record of SilverArrow's principals that SilverArrow
prioritizes its own short-term financial gain at the expense of long-term
stockholder value. Our growth strategy is gaining traction. We remain
confident that ROFIN will continue to build on our strong market position
across technologies and geographies to drive growth and increase long-term,
sustainable stockholder value. It is critical that you vote the enclosed
WHITE proxy card today to protect your investment, and disregard any green
proxy cards that you receive from SilverArrow.
ROFIN HAS A CLEAR PATH TO INCREASE STOCKHOLDER VALUE AND IS SHOWING
STRONGER FINANCIAL PERFORMANCE
ROFIN and our Board of Directors are committed to creating value for ALL
ROFIN's stockholders and have demonstrated a sustained strategic effort to
deliver value to stockholders through improved performance, strategic
acquisitions, efficiency enhancements, technological innovations and
personnel changes, as well as by returning capital to stockholders. While
the significant investments we have made to position ROFIN in high-growth,
newer technologies have impacted short-term financial results, they have
established a strong platform from which to drive future growth and
increase value over the long-term. The early signs of strengthening
performance are clear: in fiscal year 2015, earnings per share increased
64% year over year and in the first quarter of fiscal year 2016, earnings
per share were up year over year and exceeded the guidance range, excluding
significant non-recurring costs (primarily related to the proxy contest
which ROFIN tried to avoid with a reasonable settlement offer). In
addition, we are confident in our prospects for the years ahead despite
some substantial near-term headwinds, mainly from uncertainty in China.
Established a Broad Laser Portfolio and Leading Positions in Growing
Markets
ROFIN has established a leadership position in the industrial laser market
through both meaningful investment in organic growth and strategic
acquisitions. These actions position the Company well to create additional
value over the long term. The industrial laser market is an attractive and
expanding market, which has grown 6.9% in 2015 and is projected to continue
to grow (1). Within the industrial laser market, we have one of the
broadest portfolios, covering all key laser technologies, due to our
Board's support of early entry into and continued significant investment in
the high-power fiber laser and ultrashort pulse laser segments. This is a
valuable competitive advantage that underpins our cross-selling and
upselling strategies.
We have also built a leading global presence in the industrial laser
market, providing access to both established and emerging key markets
around the world. In particular, we have critical mass in key growth
markets in Asia and North America with more than 30% of our workforce based
in those regions, in addition to an extensive network of representatives
and agents in Asia, which further increases our market penetration there.
While economic uncertainty in China has been a near-term headwind for
ROFIN, as it has for other companies in our industry, the Company continues
to believe that the Asian market presents an attractive long-term growth
opportunity.
Accelerating Growth with High-Power Fiber and Ultrashort Pulse Lasers,
Supported by a Stable Base Business
ROFIN is leveraging our strong market position by investing in fiber lasers
and ultrashort pulse lasers that have high growth potential. We are
successfully managing a significant transition from mature laser
technologies to new technologies like ultrashort pulse lasers and
disruptive technologies like high-power fiber lasers, while maintaining
strong financial performance and a solid balance sheet with no significant
bank debt.
We have invested heavily in research and development (R&D) over the past
decade, both through internal efforts and through strategic acquisitions to
enhance our technology platform. We are now beginning to reap the benefits
of this increased investment. We are focused on growing our fiber laser
and ultrashort pulse laser businesses with the support of our stable
classical laser business that generates significant recurring revenue at
attractive margins. SilverArrow's recommendations to cut R&D, which
SilverArrow now recharacterizes as "increasing R&D efficiency," and pursue
a less disciplined approach to acquisitions will weaken our market position
and damage our long-term value creation potential.
We identified fiber as the future of high-power lasers early and we now
have one of the broadest product portfolios in the industry. Our
high-power fiber laser business is growing faster than the overall
industrial laser market, and we believe we are well-positioned to take
market share as we continue to build our fiber capability. In fiscal year
2015, we introduced our third-generation fiber technology and showcased our
8 kW fiber laser at the Munich/Germany laser show. In fiscal year 2016, we
successfully tested our new 2.5 kW fiber laser that uses only one single
fiber laser module, and we believe we are on track to be the
first-to-market with this technology this year. As a result of our
investments, we generated unit growth in fiscal year 2015 of approximately
75% in high-power fiber lasers, including delivering record high-power
fiber laser revenue and units in the fourth quarter (our seasonally
strongest quarter). This upward momentum is continuing into 2016 with
first quarter of fiscal year 2016 unit sales of our high-power fiber lasers
growing by 36% year over year.
We are also driving growth by investing further in ultrashort pulse lasers.
We have recently qualified our femtosecond laser for our proprietary,
patent-protected filament cutting process technology. This process
technology is creating opportunities for complementary growth in our
existing markets and opening up new markets and applications for us. In
fiscal year 2015, we generated revenue growth of almost 40% in ultrashort
pulse lasers, well above the growth rate for the overall industrial laser
market; and we have seen a strong increase in orders in the first quarter
of fiscal year 2016 in our ultrashort pulse laser business.
Continuing to Achieve Enhanced Profitability Targets
ROFIN has successfully expanded its profit margins and we continue to drive
cost-efficiency and cost reductions to further enhance profitability.
Improved product designs, vertical integration, lean manufacturing and
economies of scale from higher volumes in high-power fiber lasers and new
products such as ultrashort pulse lasers enabled us to achieve our targeted
gross margin of 40% in the fiscal fourth quarter of 2015, up from 37% from
the previous year. We see a clear path to achieve an additional 15% to 20%
reduction in the cost of manufacturing high-power fiber lasers by the end
of fiscal year 2016 on top of the cost savings generated in 2015.
In addition to these savings in manufacturing costs, we initiated a
streamlining process in late 2014 to reduce our ongoing operating costs by
aligning operations and continuing to consolidate business locations. We
forecast this effort will lead to further annual operating cost savings of
$5 million in fiscal year 2016 and beyond. We will continue to evaluate and
implement further cost saving initiatives to improve margins and increase
stockholder returns.
Committed to Balanced Capital Allocation
ROFIN supports the creation of stockholder value through a balanced
approach to capital allocation. We have invested significantly in organic
growth initiatives and strategic M&A to strengthen our market presence and
technological capabilities. We are focused on returning capital to our
stockholders as appropriate and in November 2015, the Board authorized a
share buyback of up to $50 million of ROFIN's common stock to be executed
in the subsequent 18 months. This is the Company's fifth announced buyback
program over the past nine years, with a total of approximately $220
million of combined repurchases (assuming the entire $50 million currently
authorized is completed).
SILVERARROW'S SLATE OF NOMINEES IS UNQUALIFIED TO SERVE ON ROFIN'S BOARD OF
DIRECTORS
ROFIN's independent Nominating Committee uses a thorough process to
identify potential directors who will enhance ROFIN's ability to generate
stockholder value. This process generally includes a review of historical
experiences, an assessment of skill sets, a review of written responses to
questions posed, in-person and telephonic discussions, and extensive
background and reference checks. Following a thorough review of
SilverArrow's three nominees, the Nominating Committee determined that two
of its nominees - Mr. Limberger and Mr. Kovler - are unsuitable to serve on
the ROFIN Board.
Mr. Limberger: History of Value Destruction and Questionable Business
Practices
The evaluation of Mr. Limberger uncovered a track record of stockholder
value destruction during his short tenures as CEO of both Oerlikon and Von
Roll, Mr. Limberger's two most recent employments prior to his association
with SilverArrow. At both companies, Mr. Limberger oversaw debt-fueled
acquisition sprees that supported short-term financial gains but destroyed
value over the longer term.
Mr. Limberger's tenure as CEO of Von Roll lasted approximately three years
(August 2007 - November 2010). Before he left, according to media reports,
he lost the confidence of the largest stockholder and the board due to
disappointing results and growing questions about several of his
initiatives. During Mr. Limberger's tenure as CEO, Von Roll saw a decline
in share price of approximately 55%, compared to a decline of approximately
24% for the Switzerland SPI. Von Roll's stockholders saw the cumulative
value of their investment decline by USD 580 million during this time (2).
Mr. Limberger's tenure at Von Roll was also characterized by sales declines
and significant margin contraction. In the final two years of Mr.
Limberger's tenure in 2009 and 2010, he oversaw a cumulative sales decrease
of approximately 22%. In 2010, his final year with the company, Von Roll's
stock fell 23%, significantly more than the overall market. A 2015
retrospective on the troubles of Von Roll in the magazine Bilanz, dubbed
Mr. Limberger "Kapitän des Untergangs" (loosely translated as the "Captain
of Doom").
At Oerlikon, Mr. Limberger lasted less than two years as CEO (August 2005 -
May 2007) before he left as a result of disputes with Oerlikon's largest
stockholders, according to media coverage. During his tenure, Mr.
Limberger drove short-term growth in profits through one-off items,
including the sale of securities and real estate, the release of excess
restructuring provisions, and the highly leveraged acquisition of the Swiss
machinery maker Saurer AG. Not surprisingly, this improvement was
short-lived: Oerlikon's market capitalization decreased by USD 6.8
billion, or 89% over the two years following Mr. Limberger's tenure as CEO,
more than eradicating the short-term boost during his tenure (3).
Mr. Limberger's leadership track record is also dogged by reports of misuse
of company funds, high turnover of senior executives, excessive executive
pay and a Swiss Stock Exchange investigation reportedly into his share
dealings. Examples include published reports of management at Oerlikon
acquiring three Maserati Quattroporte automobiles (maximum performance: 400
bhp); Mr. Limberger traveling in chartered jets rather than commercial
airlines; and Mr. Limberger having negotiated for himself a compensation
package worth SFr 25 million (US$21.4 million), and then subsequently
handing back 40,000 options to reduce his compensation to SFr 7.7 million
amid public outcry. Information on Mr. Limberger ascertained through the
Nominating Committee's background investigations, his refusal -- despite
multiple requests -- to provide or facilitate contact with professional
references from either Oerlikon or Von Roll, discussions with Mr.
Limberger's former business associates, and discrepancies in Mr.
Limberger's resume regarding his business achievements were further causes
for significant concern and serious doubt by the Nominating Committee about
his ability to be an effective Board member.
Mr. Kovler: No Relevant Leadership, Board or Industry Experience
The nominating committee likewise found Mr. Kovler to be unsuitable for the
ROFIN Board. Since graduating college in 2001, Mr. Kovler's only work
experience has been two years in the fundraising department of a small
not-for-profit entity and, until a few months ago, 12 years working as an
employee at the same proxy solicitation firm that is advising SilverArrow
in the current proxy contest. Mr. Kovler's resume reflects no experience
in operations or manufacturing or in serving on a public company board. We
are surprised that SilverArrow has nominated such an inexperienced
candidate for a public company Board, which we believe is evidence of
SilverArrow's own inexperience in proper corporate governance.
There are also serious doubts about Mr. Kovler's character and judgment
given an adverse public court record dating from 2012 that SilverArrow
misleadingly claims resulted from a "traffic infraction." Mr. Kovler was
arraigned on charges for reckless driving under the influence and
possession of marijuana, and pleaded guilty to reckless driving under the
influence of alcohol; probation for this offense just terminated in
December 2015.
SilverArrow: Unproven Investor Not Aligned with the Interests of Long-Term
Stockholders
The fact that SilverArrow has nominated candidates who have no history in
the specialized industrial laser sector underscores SilverArrow's lack of
experience in actively managing its investments and further undermines
SilverArrow's claim it can increase stockholder value. While SilverArrow
has stated that it believes "new directors are needed to help refocus Rofin
and add fresh perspectives . . . while implementing a strategic review and
focusing on higher growth segments of the market, initiating a sales and
marketing restructuring program, an operational excellence program . . .
and properly deploying capital", we do not understand how the SilverArrow
nominees, given their lack of experience in the specialized industrial
laser industry, have any ability to determine how to do this appropriately.
SilverArrow has only operated for five years and has no track record of
active public company ownership or of nominating directors to the Boards of
U.S. public companies. We believe there is significant risk and
uncertainty for ROFIN and our stockholders in ROFIN becoming SilverArrow's
experimental, first active investment.
By pursuing this proxy fight, we believe SilverArrow is acting only in its
own short-term interests at the expense of ROFIN's other stockholders. As
described above, Mr. Limberger has a track record of engineering short-term
financial performance to the detriment of long-term, sustainable
stockholder value. This short-sighted approach is reflected in
SilverArrow's stated plans for ROFIN, such as making additional cuts to R&D
spending, which SilverArrow has now recharacterized as "increase R&D
efficiency", to drive a short-term boost to margins, while causing
significant disruption to our product development and damaging the
Company's future prospects. The short-term nature of SilverArrow's outlook
and lack of alignment with ROFIN's other stockholders is further
demonstrated by members of the SilverArrow group executing short-term
trades in and out of ROFIN stock, and SilverArrow's refusal to enter into a
customary standstill agreement as part of settlement discussions, despite
ROFIN making a reasonable offer that would appoint Mr. Rainer to the ROFIN
Board.
We strongly assert that SilverArrow's priorities are self-serving and
misaligned with the best interests of ROFIN stockholders. We believe
SilverArrow is motivated by its own self-interests as evidenced in its
prior identification of two other individuals to serve as SilverArrow's
nominees to the ROFIN Board, both of whom were associated with SilverArrow
or Mr. Limberger. We are troubled that during our good faith discussions
with SilverArrow, it made the inappropriate assertion that as a major
stockholder it was entitled to material non-public company information and
to be consulted prior to a change in senior management and failed to
provide the requested assurances that the person(s) in charge of trading
the SilverArrow account will not be given access to confidential non-public
information gained through its Board representation.
SILVERARROW HAS NO CREDIBLE PLAN TO INCREASE STOCKHOLDER VALUE, BEYOND
MEASURES THAT HAVE ALREADY BEEN IMPLEMENTED BY ROFIN
SilverArrow has only proposed strategic initiatives that ROFIN had already
begun to implement in 2015 or before, or that have been thoroughly analyzed
by management but determined not to be in the best interests of our
stockholders at this time. We believe that SilverArrow is proposing
strategic initiatives that ROFIN has already begun, then trying to take
credit for our actions when those strategic initiatives begin to bear
fruit. Don't be fooled by SilverArrow's transparent effort on this front.
SilverArrow's recommendations are vague with no supporting detail to
substantiate claims it could deliver superior outcomes. Furthermore,
certain of SilverArrow's initial recommendations appear to be
contradictory, in that it recommended both "focusing on new technology" and
implementing "R&D cost reduction," which they have now recharacterized as
"increase R&D efficiency." Despite several requests for SilverArrow to
provide additional information on its plans to increase stockholder value,
no response was received.
We believe that SilverArrow is incapable of developing a credible plan for
ROFIN because SilverArrow and all three of its director nominees lack any
experience in the highly specialized industrial laser industry.
SilverArrow continues to make simple errors about financial metrics and
market data that demonstrate it has not undertaken robust due diligence in
analyzing ROFIN and developing its superficial proposals. For example,
SilverArrow initially wrongly stated that ROFIN's gross margin was 38.7% in
fiscal year 2010, when it was in fact 39.3%. SilverArrow also incorrectly
sized ROFIN's addressable fiber laser market as $3.2 billion, when it is
estimated by a leading third-party analyst that the total industrial laser
market is $3.2 billion (and the fiber laser segment of the industrial laser
market in which ROFIN competes is almost half that size at $1.7 billion)
(4). This mischaracterization of so simple a fact as the market in which
ROFIN competes is further evidence of SilverArrow's and its nominees' lack
of understanding of ROFIN's business. We question the competency of the
SilverArrow nominees and their ability to "help refocus ROFIN and add fresh
perspectives."
ROFIN'S CURRENT BOARD IS BEST QUALIFIED TO INCREASE LONG-TERM STOCKHOLDER
VALUE
The Company's current Board composition provides the right combination of
experience, backgrounds, and qualifications to effectively fulfill its
responsibilities and increase stockholder value. The ROFIN Board includes
eight highly qualified directors, a majority of whom are independent
directors, separate CEO and Chairman roles and a Lead Independent Director.
All members of the Nominating, Audit and Compensation Committees are
outside, independent directors. The Board is active and engaged, and
combines deep industry knowledge with a diversity of professional
experiences growing public companies similar to ROFIN for the benefit of
stockholders.
The three ROFIN nominees standing for election at the upcoming stockholder
meeting are highly valued Board members who have made and continue to make
significant contributions to ROFIN and our mission to increase stockholder
value.
- Carl F. Baasel - Director: Mr. Baasel brings more than 45 years of
experience in the laser industry to the Board and has a strong
understanding of modern laser technology. He has a deep and broad
Board experience, serving as a director of the Board of Scanlab AG and
Chairman of the Board of Trustees of the Fraunhofer Institute for Laser
Technology. Mr. Baasel joined ROFIN's Board following the Company's
acquisition of Carl Baasel Lasertechnik GmbH, which Mr. Baasel founded
in 1975. Mr. Baasel holds a Master's Degree in Physics.
- Daniel J. Smoke - Independent Director: Mr. Smoke has been a member of
the Board of Directors since August 2003. Mr. Smoke was CFO for both
public and privately held manufacturing companies during a career
spanning 40 years. He began his career with Ford Motor Company
spending nearly 15 years in the automotive industry with Ford, White
Motor Corporation and General Battery Corporation. From 1986 to 1994,
Mr. Smoke was at Eagle Industries, Inc. (a diversified manufacturing
holding company), where he held both financial and operating management
positions including VP Finance and Division President. He was CFO of
Bucyrus International, Inc. from 1996 to 1999. From 1999 to 2007, Mr.
Smoke operated a consulting business and was CFO for several private
equity "portfolio companies" including Marco Wood Products (2004-2005),
BR Lee Industries (2005-2006), Truck Bodies and Equipment International
(2006-2007), and JAC Products, Inc. (2010-2011). Mr. Smoke has a
Bachelor of Arts Degree in Business Administration from Washington
State University, a Master of Science Degree in Accounting from
California State University, and earned a CPA certificate in 2003.
- Gary K. Willis - Independent Director: Mr. Willis is an important
contributor to the Board because of his extensive laser industry
knowledge and experience in managerial and director roles at laser and
industrial companies. Mr. Willis served as the President and CEO of
Zygo Corporation from 1993 to 1999 and as a director from 1992 to 2000
(as Chairman for the last two years). Mr. Willis rejoined Zygo as a
director in June 2009 and continued to serve as a director of the
company until it was sold in June 2014. In October 2013, Mr. Willis
agreed to become interim President and Chief Executive Officer of Zygo
and served in that role until its sale. Prior to joining Zygo
Corporation, he was Chairman, President and Chief Executive Officer of
The Foxboro Company. Mr. Willis also serves as a Director of Plug Power
Corporation and Middlesex Health Services, Inc. Mr. Willis was a
Director of Benthos Corporation until 2006. Mr. Willis has a Bachelor
of Science Degree in Mechanical Engineering.
The Board remains open to adding additional directors with the knowledge,
experience, character, judgment and skills that can enhance its ability to
deliver value to all stockholders. This is underscored by the appointment
of Jenifer Bunis to the Board in December 2015, after being identified as a
potential Board candidate in early 2015 and following the Nominating
Committee's extensive director review procedures. In stark contrast to all
three of SilverArrow's nominees, Ms. Bunis has significant experience in
the laser industry, with the ability to provide valuable insight as ROFIN
executes on our strategic plan to further grow revenues, control costs, and
improve gross margin. Ms. Bunis spent 20 years at Synrad, Inc., a
well-known designer and manufacturer of laser technology, where she held a
variety of positions covering many facets of the business, including sales
and marketing, operations and business development. For more than 14 years,
she served as Executive Vice President overseeing the production,
purchasing and materials management, as well as managing major OEM
accounts. Most recently, Ms. Bunis served as Vice President of Business
Development for Laser Mechanisms, Inc., where she was responsible for
identifying and developing new strategic partners to increase the company's
brand recognition.
COMMITTED TO THE RIGHT GOVERNANCE FRAMEWORK TO SUPPORT LONG-TERM VALUE
CREATION
We welcome the input of stockholders and are committed to establishing the
most appropriate governance structure to support the creation of long-term
stockholder value. We regularly review our corporate governance structure
and following discussions with various of our stockholders, we have taken a
number of important steps to enhance our governance:
- In February 2016, the Board amended the Company's by-laws to implement
a majority voting standard and director resignation policy in
uncontested elections of directors; and deleted a mandatory age limit
for directors that allows for the election of highly qualified
candidates without regard to their age.
- At this year's Annual Meeting, the Board determined to conduct advisory
votes on declassification of the Board and elimination of the
supermajority vote requirement. If the proposals are approved, the
Board will conduct a binding vote to declassify the Board and eliminate
the supermajority vote requirement at the 2017 Annual Meeting.
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
ROFIN is at a pivotal moment in our history. Over the last several years
we have made significant investments in newer laser technologies, such as
high-power fiber lasers, and we are now beginning to see the financial
benefits of these investments, both in terms of strengthening growth and
improving profitability. ROFIN's current Board is committed to continuing
on this path towards enhanced long-term value creation for ALL
stockholders.
It is important for you to disregard any material sent to you by
SilverArrow and to not vote SilverArrow's green proxy card. We urge you to
protect your investment and vote the WHITE proxy card today FOR the
re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis, ROFIN's
highly qualified director nominees.
If you have any questions or require assistance in voting your proxy card,
please contact our proxy solicitor
/
Banks, Brokers and Stockholders
Call Toll-Free (800) 509-0976
International Stockholders Please Call: (781) 575-2137
Or Contact via E-mail at:
Rofin@georgeson.com
Sincerely,
Dr. Peter Wirth
Chairman of the Board of Directors
Ralph E. Reins
Lead Independent Director
Dr. Stephen Fantone
Chairman of the Nominating Committee
Sources:
(1) Strategies Unlimited in Industrial Laser Solutions, January/February
2016 edition
(2) FactSet; based on average exchange rates over the time period
(3) FactSet; based on average exchange rates over the time period
(4) Strategies Unlimited in Industrial Laser Solutions, January/February
2016 Edition
About ROFIN
With 40 years of experience, ROFIN-SINAR Technologies is a leading
developer, designer and manufacturer of lasers and laser-based system
solutions for industrial material processing applications. The Company
focuses on developing key innovative technologies and advanced production
methods for a wide variety of industrial applications based on a broad
scope of technologies. The product portfolio ranges from single laser-beam
sources to highly complex systems, covering all of the key laser
technologies such as solid-state, fiber, ultrashort pulse and CO2 lasers,
as well as diode lasers, and the entire power spectrum, from single-digit
watts up to multi-kilowatts, as well as a comprehensive spectrum of
wavelengths or pulse durations and an extensive range of laser components.
ROFIN-SINAR Technologies has its operational headquarters in Plymouth,
Michigan, and Hamburg, Germany, and maintains production facilities in the
US, Germany, UK, Sweden, Finland, Switzerland, Singapore and China. ROFIN
currently has more than 55,000 laser units installed worldwide and serves
more than 4,000 customers. The Company's shares trade on the Nasdaq Global
Select Market under the symbol RSTI and are listed in Germany in the "Prime
Standard" segment of the Frankfurt Stock Exchange under ISIN US7750431022.
ROFIN is part of the Standard & Poor's SmallCap 600 Index and the Russell
2000 Index. Additional information is available on the Company's home page:
www.rofin.com.
Important Additional Information
The Company, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the matters to be considered at the
Company's 2016 Annual Meeting of Stockholders. The Company has filed a
definitive proxy statement with the U.S. Securities and Exchange Commission
(the "SEC") in connection with such solicitation of proxies from the
Company's stockholders. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, are set
forth in the definitive proxy statement and other materials filed with the
SEC in connection with the Company's 2016 Annual Meeting of Stockholders.
Information regarding the direct and indirect beneficial ownership of the
Company's directors and executive officers in the Company's securities is
included in their SEC filings on Forms 3, 4 and 5, and additional
information can also be found in the Company's Annual Report on Form 10-K,
as amended, for the year ended September 30, 2015, and our other filings
with the SEC. Stockholders can obtain the proxy statement, any amendments
or supplements to the proxy statement and other documents filed by the
Company with the SEC for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of our corporate website at www.rofin.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words
such as: "target," "future," "continue," "anticipate," "believe,"
"estimate," "expect," "strategy," "likely," "may," "should" and similar
references to future periods. Examples of forward-looking statements
include, among others, statements we make regarding future plans, events or
performance, including guidance relating to revenues and earnings per
share; expected operating results, such as revenue growth and earnings;
expected seasonal impact; current or future volatility in the exchange
rates and future economic conditions; anticipated levels of capital
expenditures, including for corporate actions such as share buybacks;
expectations of our long-term financial prospects, margin and cash flow
expansion; and our strategy for growth, product portfolio development,
market position, financial results and reserves.
Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future
plans and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial condition may
differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking
statements include, among others, the following: downturns in the machine
tool, automotive, semiconductor, electronics, photovoltaic, and medical
device industries which may have, in the future, a material adverse effect
on our sales and profitability; the ability of our OEM customers to
incorporate our laser products into their systems; the impact of exchange
rate fluctuations, which may be significant because a substantial portion
of our operations is located in non-US countries; the level of competition
and our ability of to compete in the markets for our products; our ability
to develop new and enhanced products to meet market demand or to adequately
utilize our existing technology; third party infringement of our
proprietary technology or third party claims against us for the
infringement or misappropriation of proprietary rights; the scope of patent
protection that we are able to obtain or maintain; competing technologies
that are similar to or that serve the same uses as our technology; our
ability to efficiently manage the risks associated with our international
operations; risks associated with recent changes in our senior management
personnel; any adverse impact to us resulting from the announcement or
implementation of any one or more of our cost reduction programs; the
worldwide economic environment, including specifically but not limited to
in Asia; the distraction to management and costs resulting from the proxy
contest with SilverArrow; any changes in our board as a result of a proxy
contest; and such other factors as discussed throughout Part I, Item 1A.
Risk Factors and Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations of our Annual Report on Form
10-K, as amended, for the year ended September 30, 2015. Any
forward-looking statement made by us in this press release is based only on
information currently available to us and speaks only as of the date on
which it is made. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from
time to time, whether as a result of new information, future developments
or otherwise.
+++++
Additional features:
Document: http://n.eqs.com/c/fncls.ssp?u=JSBLWVAHEO
Document title: ROFIN Issues Letter To Shareholders
---------------------------------------------------------------------------
17.02.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Rofin-Sinar Technologies Inc.
40984 Concept Drive
MI 48170 Plymouth
United States
Phone: + 49 (0)40 - 73363-4256
Fax: + 49 (0)40 - 73363-4138
E-mail: ir@rofin.com
Internet: www.rofin.com
ISIN: US7750431022
WKN: 902757
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart; Nasdaq
End of News DGAP News Service
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438149 17.02.2016
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