BE Semiconductor Industries N.V. Announces Intention to Voluntarily Delist Ordinary Shares from the NASDAQ Global Market and to
14 12월 2006 - 6:00AM
PR Newswire (US)
Euronext Amsterdam Listing Remains Unchanged DUIVEN, Netherlands,
Dec. 13 /PRNewswire-FirstCall/ -- BE Semiconductor Industries N.V.
("BESI") (Nasdaq: BESI; Euronext: BESI), a leading manufacturer of
assembly equipment for the semiconductor industry, today announced
its intention to voluntarily delist its Ordinary Shares (the
"Shares") from the NASDAQ Global Market and terminate its
registration of the Shares with the U.S. Securities and Exchange
Commission (the "SEC"). Trading on the Euronext Amsterdam market
currently accounts for more than 90% of the combined trading volume
of the Shares on both the NASDAQ Global Market and the Euronext
Amsterdam market. In light of the limited trading volume of Shares
on the NASDAQ Global Market, BESI has determined that the increased
costs of maintaining BESI's listing and registration in the U.S.
and complying with SEC reporting and other applicable U.S.
obligations, including the provisions of the Sarbanes-Oxley Act of
2002, outweighs the benefits of continuing such listing and
registration of the Shares. BESI believes that the resulting cost
savings, which it estimates to be approximately euro 1.0 million
(before taxes) or euro 0.03 per share (before taxes) on an annual
basis, and management time that would be made available for other
business- related matters will benefit BESI and its shareholders,
while the continued trading of the Shares on Euronext Amsterdam
should continue to provide liquidity to its shareholders and access
to capital for BESI. BESI delivered notice today to The NASDAQ
Stock Market LLC that it intends to delist the Shares. As disclosed
in the notice, BESI expects to file a notification of removal from
listing on the NASDAQ Global Market via Form 25 with the SEC on or
about December 26, 2006. The withdrawal of the Shares from listing
should be effective 10 days after the filing of the notice on Form
25 with the SEC. Accordingly, BESI anticipates that the last day of
trading for the Shares on the NASDAQ Global Market will be on or
about January 5, 2007. Concurrent with the delisting from the
NASDAQ Global Market, BESI also intends to file notice of
termination of registration on Form 15 with the SEC to terminate
the registration of the Shares under the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and to suspend BESI's
duties to file reports with the SEC. As a result of BESI having
fewer than 300 holders of record worldwide, BESI expects that its
obligation to file reports with the SEC will be suspended
immediately upon the delisting of the Shares from the NASDAQ Global
Market. The delisting of the Shares from the NASDAQ Global Market
and the termination of the registration of the Shares under the
Exchange Act will not affect BESI's listing of its ordinary shares
on Euronext Amsterdam. BESI Shares will continue to trade on
Euronext Amsterdam after the NASDAQ Global Market delisting becomes
effective. Shares held in the United States on behalf of a
shareholder by a U.S. financial institution may be sold on Euronext
Amsterdam, but the shareholder may need to request that the
relevant U.S. financial institution administratively transfer those
Shares from its NASDAQ correspondent bank to its Euronext
correspondent bank. A list of frequently asked questions in respect
of the NASDAQ Global Market delisting is attached and will be
posted on our website http://www.besi.com/. BESI will continue to
be subject to European and Dutch laws applicable to publicly listed
companies, including the Euronext rules. BESI will also continue to
be subject to the corporate governance standards of the Dutch Civil
Code and the Dutch Corporate Governance Code. BESI will report US
GAAP and IFRS financial information for each of the fourth quarter
and full year 2006 for the convenience of investors. About BE
Semiconductor Industries N.V. BE Semiconductor Industries N.V.
designs, develops, manufactures, markets and services die sorting,
flip chip and multi-chip die bonding, packaging and plating
equipment for the semiconductor industry's assembly operations. Its
customers consist primarily of leading U.S., European, Asian,
Korean and Japanese semiconductor manufacturers and subcontractors
which utilize its products for both array connect and conventional
leadframe manufacturing processes. Caution Concerning Forward
Looking Statements This press release contains forward-looking
statements, which are found in various places throughout the press
release, including statements relating to expectations relating to
the timing of the proposed delisting of our Ordinary Shares and the
potential benefits of such delisting. The words "anticipate,"
"estimate," "expect," "can," "intend," "believes," "may," "plan,"
"predict," "project," "forecast," "will," "would," and similar
expressions are intended to identify forward looking statements,
although not all forward looking statements contain these
identifying words. While these forward looking statements represent
our judgments and future expectations concerning the impact of
delisting of our Ordinary Shares on our business, a number of
risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our
expectations. These factors include, but are not limited to, the
receipt and timing of applicable regulatory approvals from the U.S.
Securities and Exchange Commission and our anticipated cost
savings. We are under no obligation to (and expressly disclaim any
such obligation to) update or alter our forward-looking statements
whether as a result of new information, future events or otherwise.
Contact: Cor te Hennepe Director of Finance Tel. (31) 26 319 3840
Media: David Pasquale The Ruth Group Tel. +1-646-536-7006
Frequently asked questions in relation to BESI's NASDAQ Global
Market delisting Why is BESI delisting from the NASDAQ Global
Market? In light of the limited trading volume of BESI's shares on
the NASDAQ Global Market, BESI has determined that the increased
costs of maintaining BESI's listing and registration in the U.S.
and complying with SEC reporting and other applicable U.S.
obligations, including the provisions of the Sarbanes-Oxley Act of
2002, outweighs the benefits of continuing such listing and
registration of the BESI shares. BESI believes that the resulting
cost savings and management time that would be made available for
other business-related matters will benefit BESI and its
shareholders, while the continued trading of the Shares on Euronext
Amsterdam should continue to provide liquidity to its shareholders
and access to capital for BESI. Will shares continue to trade? Yes.
BESI shares will continue trading on Euronext Amsterdam and should
continue to provide liquidity to BESI's shareholders and access to
capital for BESI. Trading on the Euronext Amsterdam market
currently accounts for more than 90% of the combined trading volume
of BESI shares on both the NASDAQ Global Market and Euronext
Amsterdam market. What is the Euronext ticker symbol for BESI
Shares? BESI I have bought shares on the NASDAQ Global Market and
hold these shares in an account with a non-U.S. financial
institution. Do I have to do anything before the NASDAQ Global
Market delisting of BESI shares becomes effective? No. You do not
have to do anything. Trading in BESI shares continues to be
possible on Euronext Amsterdam and shares bought on the NASDAQ
Global Market can be sold on Euronext Amsterdam. When I want to
sell the shares after delisting on the NASDAQ Global Market, do I
have to do anything specific? Your financial institution may
administratively transfer the shares from its NASDAQ correspondent
bank to its Euronext correspondent bank without you even knowing
that this has happened. If you decide to sell the shares some time
in the future, and the bank had not done this administrative
transfer yet, you can ask your financial institution to execute a
transfer of the shares at that time. If your financial institution
needs extra information, they can contact BESI investor relations
who will be happy to help you in this matter. Contact details: Cor
te Hennepe at +31 26 3194500 or I have bought shares on the NASDAQ
Global Market and hold these shares in an account with a U.S.
financial institution Do I have to do anything before the NASDAQ
Global Market delisting of BESI shares becomes effective? No. You
do not have to do anything. Trading in the BESI shares continues to
be possible on Euronext Amsterdam. Your U.S. financial institution
can accept trading orders from you for execution on Euronext
Amsterdam. When I want to sell the shares after delisting on the
NASDAQ Global Market, do I have to do anything specific? Your U.S.
financial institution can accept your sales order for execution on
Euronext Amsterdam. Contrary to the NASDAQ Global Market where the
price was expressed in U.S. dollars and the trade was executed in
U.S. dollars, trades on Euronext Amsterdam are executed in EURO,
but you may be able to make arrangements with your financial
institution to have the proceeds converted to U.S. dollars in case
you have only a U.S. dollar account with your U.S. financial
institution. Your financial institution is in principle familiar
with executing orders on non-U.S. markets and knows how to settle
these transactions. If your financial institution needs extra
information, they can always contact BESI investor relations who
will be happy to help you in this matter. Contact details: Cor te
Hennepe at +31 26 3194500 or What should I do in case I want to
transfer the shares to my European financial institution? You
should contact your European financial institution and ask them for
specific instructions in order to transfer your BESI shares to your
securities account with them. These instructions should include: -
the name of the beneficial owner of the shares, - the number of the
securities account of the beneficial owner, - name and address of
the financial institution of the beneficial owner, - name of
contact person at this financial institution and - the name of the
correspondent bank with settlement instructions. These instructions
should then be sent by you to your U.S. financial institution for
execution. If your financial institution needs extra information,
they can always contact BESI investor relations who will help you
in this matter. Contact details: Cor te Hennepe at +31 26 3194500
or DATASOURCE: BE Semiconductor Industries N.V. CONTACT: Cor te
Hennepe, Director of Finance, of BE Semiconductor Industries N.V.,
+31-26-319-3840, ; or Media: David Pasquale, of The Ruth Group,
+1-646-536-7006, Web site: http://www.besi.nl/ http://www.besi.com/
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