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, today issued an open letter to ROFIN stockholders urging them to protect their investment in ROFIN by voting the WHITE proxy card FOR the re-election of ROFIN'S highly qualified nominees: Carl F. Baasel, Daniel J. Smoke and Gary K. Willis.
The Company reminded stockholders that its Board of Directors and management are successfully executing on a comprehensive strategic plan to create sustainable, long-term stockholder value. In stark contrast, SilverArrow Capital Advisors LLP ("SilverArrow") and its nominees have offered no new ideas or strategies – as confirmed by independent third party proxy advisory firms – and have resorted to issuing a series of attacks containing egregious errors and attempting to distract stockholder attention away from SilverArrow's lack of ideas, experience and credentials.
The full text of the letter follows:
Dear Fellow ROFIN Stockholders,
As the ROFIN-SINAR stockholder meeting approaches, now more than ever, we urge you to ignore SilverArrow's barrage of inflammatory misstatements and vote FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis on the WHITE proxy card TODAY to protect your investment in ROFIN. ROFIN and its Board of Directors have a clear strategy to increase stockholder value and this strategy is showing results. 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. Under the leadership of the Board and management team, ROFIN is successfully executing this growth strategy.
The Board feels it must address SilverArrow's misleading press release issued on March 15, 2016, the latest in a long series of demonstrably inaccurate and misleading announcements from SilverArrow. This press release is a brazen attempt to distract ROFIN stockholders from the fact that SilverArrow and its nominees lack a credible plan to increase stockholder value at ROFIN; that none of its nominees have any industrial laser experience; that only one of its nominees was found to be suitable to be a ROFIN director by two proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., LLC ("Glass Lewis"); and that the third proxy advisory firm, Egan Jones, recommended stockholders vote for ROFIN's full slate of nominees. SilverArrow has brought nothing to the table to demonstrate it could deliver more value to ROFIN's stockholders than the strategic plan the Company is already successfully implementing.
It is clear that SilverArrow -- an unproven investor -- and its nominees have no interest in actually serving ROFIN stockholders, but instead want to serve on the Board for their own personal gain. SilverArrow's continued exaggerations and misrepresentations provide a window into its way of doing business, suggesting that it will stop at nothing in order to win Board seats. Throughout this proxy contest, SilverArrow has shown a willful disregard for the facts in its attempts to mislead and deceive stockholders. The following are just a FEW of the many gross misrepresentations SilverArrow has made:
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
ROFIN's current Board is committed to continuing on its path towards enhanced sustainable value creation for ALL stockholders. The three ROFIN nominees standing for election at tomorrow's 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.
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.
Although we urge stockholders to vote "FOR" all of ROFIN's three highly qualified and experienced nominees on the WHITE proxy card, should stockholders wish to vote for two of ROFIN's nominees as well as one of SilverArrow's nominees, they can effectively split their vote. Should they wish to do so, stockholders should please contact their custodian bank(s) who can provide the proper instructions. Or, stockholders can contact Georgeson, our proxy solicitor, for voting assistance:
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
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.
The Company reminded stockholders that its Board of Directors and management are successfully executing on a comprehensive strategic plan to create sustainable, long-term stockholder value. In stark contrast, SilverArrow Capital Advisors LLP ("SilverArrow") and its nominees have offered no new ideas or strategies – as confirmed by independent third party proxy advisory firms – and have resorted to issuing a series of attacks containing egregious errors and attempting to distract stockholder attention away from SilverArrow's lack of ideas, experience and credentials.
The full text of the letter follows:
Dear Fellow ROFIN Stockholders,
As the ROFIN-SINAR stockholder meeting approaches, now more than ever, we urge you to ignore SilverArrow's barrage of inflammatory misstatements and vote FOR the re-election of Carl F. Baasel, Daniel J. Smoke and Gary K. Willis on the WHITE proxy card TODAY to protect your investment in ROFIN. ROFIN and its Board of Directors have a clear strategy to increase stockholder value and this strategy is showing results. 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. Under the leadership of the Board and management team, ROFIN is successfully executing this growth strategy.
The Board feels it must address SilverArrow's misleading press release issued on March 15, 2016, the latest in a long series of demonstrably inaccurate and misleading announcements from SilverArrow. This press release is a brazen attempt to distract ROFIN stockholders from the fact that SilverArrow and its nominees lack a credible plan to increase stockholder value at ROFIN; that none of its nominees have any industrial laser experience; that only one of its nominees was found to be suitable to be a ROFIN director by two proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., LLC ("Glass Lewis"); and that the third proxy advisory firm, Egan Jones, recommended stockholders vote for ROFIN's full slate of nominees. SilverArrow has brought nothing to the table to demonstrate it could deliver more value to ROFIN's stockholders than the strategic plan the Company is already successfully implementing.
It is clear that SilverArrow -- an unproven investor -- and its nominees have no interest in actually serving ROFIN stockholders, but instead want to serve on the Board for their own personal gain. SilverArrow's continued exaggerations and misrepresentations provide a window into its way of doing business, suggesting that it will stop at nothing in order to win Board seats. Throughout this proxy contest, SilverArrow has shown a willful disregard for the facts in its attempts to mislead and deceive stockholders. The following are just a FEW of the many gross misrepresentations SilverArrow has made:
- SilverArrow is proposing strategic initiatives that ROFIN has already commenced, and is trying to take credit for our actions as those strategic initiatives have begun to bear fruit. Glass Lewis noted in its analysis "that most of the Dissident's proposed operational initiatives had already been previously disclosed by the Company, which suggests to us that the Dissident is mostly recycling the Company's own stated plans here."
- In contrast to the exaggerated claims on Thomas Limberger's resume, ROFIN uncovered a track record of stockholder value destruction during his short tenures as CEO of OC Oerlikon Management AG and Von Roll Holding AG, his two most recent employments prior to his association with SilverArrow. ROFIN 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.
- During its review of Jordan Kovler, the Board found a complete lack of relevant manufacturing, operational or public company Board experience that would enable him to effectively contribute to the ROFIN Board. To put Mr. Kovler forward as an "expert" in relevant public company governance matters demonstrates SilverArrow's own inexperience with proper corporate governance standards.
- SilverArrow has continued to levy inaccurate accusations against Messrs. Baasel and Smoke despite the clear evidence we have provided to SilverArrow disproving the allegations.
- As recently as this week, SilverArrow claimed to "discover" evidence of illegal behavior by a ROFIN employee. In fact, ROFIN uncovered the illegal behavior and reported it to law enforcement the next business day, leading to the immediate arrest of the rogue employee. SilverArrow's claim that ROFIN waited three months before disclosure and pressing charges is entirely false and is a deceitful effort to mislead stockholders.
PROTECT YOUR INVESTMENT AND VOTE THE WHITE PROXY CARD TODAY
ROFIN's current Board is committed to continuing on its path towards enhanced sustainable value creation for ALL stockholders. The three ROFIN nominees standing for election at tomorrow's 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.
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.
Although we urge stockholders to vote "FOR" all of ROFIN's three highly qualified and experienced nominees on the WHITE proxy card, should stockholders wish to vote for two of ROFIN's nominees as well as one of SilverArrow's nominees, they can effectively split their vote. Should they wish to do so, stockholders should please contact their custodian bank(s) who can provide the proper instructions. Or, stockholders can contact Georgeson, our proxy solicitor, for voting assistance:
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
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.
