|By Business Wire||
|June 27, 2014 07:36 AM EDT||
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.
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