[June 22, 2016] |
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Ultratech Sets the Record Straight Regarding Neuberger Berman's Investor Presentation
Ultratech, Inc. (Nasdaq: UTEK), a leading supplier of lithography,
laserprocessing and inspection systems used to manufacture
semiconductor devices and highbrightness LEDs (HBLEDs), as well as
atomic layer deposition (ALD) systems, today set the record straight
regarding the numerous inaccuracies and misrepresentations made by
Neuberger Berman ("Neuberger") in a recently filed investor presentation.
Neuberger Assertion: Neuberger is a seasoned, smart investor that
Ultratech investors should trust to increase stockholder value.
The Facts:
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Neuberger's Intrinsic Value fund was negative approximately 11 percent
over the past yeari.
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Over this same period, Neuberger's Intrinsic Value fund had worse
performance than The Russell 2000 and significantly worse
performance than the S&P 500.
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For 3-year and 5-year periods, Neuberger's Intrinsic Value
Fund continued to underperform the S&P 500.
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Over the past year, Ultratech stock was up approximately 24
percent.
Neuberger Assertion: Ultratech's Board of Directors does not want
the input of its major stockholders.
The Facts:
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Following last year's Annual Meeting of Stockholders, the Company's
Board of Directors and Compensation Committee expanded its dialogue
with stockholders to better understand their perspectives on
compensation and corporate governance issues.
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Beginning in July 2015, the Board has engaged with and solicited
feedback from stockholders that currently control more than 50 percent
of Ultratech's outstanding shares.
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Based on input from its stockholders, Ultratech instituted a number of
changes to its executive compensation program for fiscal years 2015
and 2016. In addition, the Company maintains a number of compensation
programs that it believes serve to keep stockholder interests a
priority.
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In addition, Ultratech has publicly committed to a Board refreshment
process and, at the suggestion of an independent stockholder,
nominated Dr. Paramesh Gopi, President and Chief Executive Officer of
Applied Micro.
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Dr. Gopi was nominated based on his experience serving in senior
operating positions of publicly traded semiconductor companies, deep
technology background and established relationships with several
foundries, including primary foundry TSMC, as well as secondary
foundries SMIC, UMC, Global Foundries and Samsung (News - Alert).
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As a result of these efforts and the continued execution of the
Company's strategic plan, Ultratech's stock price is up approximately
16 percentii since the beginning of this year.
Neuberger Assertion: Ultratech's Board has been wholly
unresponsive and unwilling to accept Neuberger's input.
The Facts:
-
Ultratech's Board and management team have actively engaged with
Neuberger beginning in August 2015 regarding Board refreshment and
management succession planning.
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As a result of these conversations:
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In December 2015, Ultratech announced its intention to appoint one
or more new Board members with technology expertise.
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In February 2016, Ultratech announced the promotion of two
individuals to executive officer positions - Tammy D. Landon and
Dave Ghosh - as part of an ongoing leadership succession process.
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When notifying Neuberger that the Board determined not to recommend
Neuberger's candidates because they were not additive, the Board asked
Neuberger for additional director candidates to consider.
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Ultratech has publicly stated that its Board respects Neuberger's
position as a major stockholder and it remains open and willing to
work with Neuberger to identify candidates with the right credentials
to serve on the Company's Board.
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Instead of Neuberger meeting Ultratech half way, Neuberger instead
embarked on a costly and distracting proxy contest that is not in the
best interests of the Company or other Ultratech stockholders.
Neuberger Assertion: Scott Zafiropoulo, the Company's General
Manager of Laser Products and SVP of Marketing, has received
compensation of approximately $1 million per year on average over the
last five years and questions his qualifications to serve in his current
role.
The Facts:
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Scott Zafiropoulo's base salary and bonus totaled approximately
$314,000 in 2015 (excluding any restricted stock unit grants, which
vest over a 50-month period). Scott's total compensation ranks him
after Senior Executives and other Senior Vice Presidents of Ultratech.
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Scott has been with Ultratech since 1993 in various marketing and
technical roles and worked his way up from an Associate Marketing
Coordinator through 11 promotions.
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Scott completed the Marketing Management Program at Stanford School of
Business in 2002 and has coauthored numerous articles in trade
publications.
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Neuberger has never requested to meet or speak with Scott Zafiropoulo.
Neuberger Assertion: Arthur Zafiropoulo is more devoted to
personal and family interests given his ownership of a Ferrari
dealership and an auto racing team.
The Facts:
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Arthur Zafiropoulo owns but does not run the dealership. He is in a
partnership with a separate team that manages its operations.
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Arthur Zafiropoulo is a co-founder of the racing team, but does not
own or manage the team. He used personal funds to sponsor the racing
team under Ultratech's name in order to further raise the Company's
profile. Ultratech has never paid any money to sponsor the racing team.
Neuberger Assertion: Neuberger's nominees, Dr. Ronald Black and
Beatriz Infante, are highly qualified and are proponents of good
corporate governance.
The Facts:
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Each of Dr. Black and Ms. Infante has piloted several companies into
bankruptcy, including MobiWire for Dr. Black and Momenta for Ms.
Infante.
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Dr. Black is the CEO of Rambus (News - Alert), which maintains a staggered board
under Dr. Black's management that is unfriendly to stockholders and a
means of board entrenchment.
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By comparison, in 2009 the Ultratech Board unanimously voted to
dismantle its staggered board so as to provide for annual director
elections that are more stockholder friendly.
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Rambus' corporate governance under Dr. Black is at odds with
corporate governance trends for the last 10 years.
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During Dr. Black's time as CEO of Wavecom, it was sold in a fire sale
to Sierra Wireless in the wake of a sharp drop in Wavecom's 2008
revenue. Sierra Wireless then promptly informed Dr. Black that it
would replace him and he resigned on June 30, 2009.
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Dr. Black currently sits on the Board of Directors of four companies,
both public and private, including Rambus, and is an example of a
director who is "overboarded."
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During Ms. Infante's tenure as President, CEO and Chairman of Aspect
Communications Corporation, Aspect's share price declined from $34.44iii
to $7.53iv, representing a decline of more than 78 percent.
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Ms. Infante also has had a problematic history at numerous other
publicly traded companies where she was a director or executive
officer:
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Liquidity, Current Director - Stock down approximately 59 percent.
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Sonus, Current Director - Stock down approximately 30 percent.
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Emulex Corp., Past Director - Defendant in a stockholder suit.
Neuberger Assertion: Nicholas Konidaris and Rick Timmins should
not be reelected to the Ultratech Board.
The Facts:
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Both Nicholas Konidaris and Rick Timmins are highly-qualified
directors with a deep understanding of and relevant experience in the
semiconductor industry and, during their respective tenures, have led
to the creation of stockholder value.
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Nicholas Konidaris
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17 years of experience as CEO in consumer electronics,
semiconductors, passive components and LED markets.
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Current President and CEO of OmniGuide Surgical - a leading
developer of advanced laser-based energy surgical products.
His medical field expertise is valuable to Ultratech's Atomic
Layer Deposition (ALD) business.
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Served on the North American Executive Board of MIT's (News - Alert) Sloan
School of Management.
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Former President, CEO and director at Electro Scientific
Industries - a global supplier of laser-based manufacturing
equipment to increase productivity for customers in the
consumer electronics, semiconductor, passive components and
LED markets.
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Former President and CEO Advantest America - a holding company
of Advantest America, Inc., which is a semiconductor capital
equipment manufacturer of testers and handlers.
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Held senior marketing management positions in several
divisions with Teradyne (News - Alert) - a leading supplier of automation
equipment for test and industrial applications used to test
semiconductors, wireless products, data storage and complex
electronic systems.
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Since June 30, 2000, the last trading day of the month before
he joined the Company's Board, Ultratech's share price has
appreciated approximately 53 percent and the company has
delivered total shareholder return of approximately 55 percentv.
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Rick Timmins, Lead Director
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Extensive financial background, including 12 years as Vice
President of Finance for Cisco and experience with accounting,
governance and audit committee matters.
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Current Venture Partner and investor with G-51 Capital, a
seed-stage venture capital firm that invests in the software,
hardware, internet, and clean technology sectors.
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Former director and chairman of the audit committee of
Transmeta Corporation - a developer of computing,
microprocessing and semiconductor technologies.
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Served in various positions at Motorola Inc.'s Semiconductor
Products Sector, later Freescale (News - Alert) Semiconductor, Ltd. - a
global leader in the design and manufacture of embedded
semiconductors for wireless, networking, automotive, consumer
and industrial markets.
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23 years of experience in Motorola Finance including five
years as CFO Motorola Japan, as well as four as Senior VP
of Finance for Motorola Semiconductor operations.
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Since August 1, 2000, the first trading day of the month in
which he joined the Company's Board, Ultratech's share price
has appreciated approximately 39 percent and the company has
delivered total shareholder return of approximately 40 percentvi.
Neuberger Assertion: Ultratech's Lead Director, Rick Timmins, did
not respond to several substantive settlement offers.
The Facts:
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Neuberger has only made one informal settlement proposal to Ultratech
during an in person conversation on May 10, 2016. The proposal was
considered and rejected by Ultratech's Board.
-
Neuberger proposed that one of its two director nominees be
immediately added to Ultratech's Board and that Ultratech announce a
management succession plan.
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Neuberger's proposal was for Ultratech to simply accept
Neuberger's position.
-
Neuberger never offered any bona fide compromise.
Ultratech Board unanimously recommends that stockholders vote on the WHITE
proxy card "FOR" all seven of the
Company's highly qualified and experienced director nominees - Arthur
W. Zafiropoulo, Michael Child, Paramesh Gopi, Nicholas Konidaris, Dennis
R. Raney, Henri Richard and Rick Timmins.
Whether or not stockholders plan to attend the 2016 Annual Meeting, they
have an opportunity to protect their investment in Ultratech by voting
the WHITE proxy card. Ultratech
urges stockholders to vote today by telephone, by Internet or by signing
and dating the WHITE proxy card.
Stockholders may receive an opposing proxy statement and gold proxy
card, as well as letters or other proxy solicitation materials from
Neuberger. Please do not return or otherwise vote any proxy card sent
by Neuberger.
For more information, please visit Ultratech at our investor relations
website at http://ir.ultratech.com.
Every Vote Is Important, No Matter How Many Or How Few Shares
Stockholders Own. Please vote the WHITE
proxy card TODAY. If stockholders have any questions or require any
assistance with voting your shares or if you need additional copies of
the proxy materials, please contact:
D.F. King & Co., Inc. 48 Wall Street New York, NY
10005
Stockholders May Call Toll-Free: (800) 252-8173 Banks &
Brokers May Call: (212) 269-5550
About Ultratech
Ultratech, Inc. (Nasdaq: UTEK) designs, builds and markets manufacturing
systems for the global technology industry. Founded in 1979, Ultratech
serves three core markets: frontend semiconductor, backend
semiconductor, and nanotechnology. The company is the leading supplier
of lithography products for bump packaging of integrated circuits and
high brightness LEDs. Ultratech is also the market leader and pioneer
of laser spike anneal technology for the production of advanced
semiconductor devices. In addition, the company offers solutions
leveraging its proprietary coherent gradient sensing (CGS) technology to
the semiconductor wafer inspection market and provides atomic layer
deposition (ALD) tools to leading research organizations, including
academic and industrial institutions. Visit Ultratech online at: www.ultratech.com.
Important Additional Information
In connection with the solicitation of proxies, Ultratech, Inc.
("Ultratech") has filed with the Securities and Exchange Commission (the
"SEC"), a definitive proxy statement and other relevant documents
concerning the proposals to be presented at Ultratech's 2016 Annual
Meeting of Stockholders (the "2016 Annual Meeting"). The proxy statement
contains important information about Ultratech and the 2016 Annual
Meeting. In connection with the 2016 Annual Meeting, Ultratech has
mailed the definitive proxy statement to stockholders. In addition,
Ultratech files annual, quarterly and special reports, proxy statements
and other information with the SEC. You are urged to read the proxy
statement and other information because they contain important
information about Ultratech and the proposals to be presented at the
2016 Annual Meeting. These documents are available free of charge at the
SEC's website (www.sec.gov)
or from Ultratech at our investor relations website (http://ir.ultratech.com).
The contents of any websites referenced herein are not deemed to be
incorporated by reference into the proxy statement.
Ultratech and its directors, executive officers and certain employees
may be deemed to be participants in the solicitation of proxies from
Ultratech's stockholders in connection with the election of directors
and other matters to be proposed at the 2016 Annual Meeting. Information
regarding the interests, if any, of these directors, executive officers
and specified employees is included in the definitive proxy statement
and other materials filed by Ultratech with the SEC.
Forward-Looking Statements
This release includes forwardlooking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forwardlooking
statements can generally be identified by words such as "anticipates,"
"expects," "remains," "thinks," "intends," "believes," "estimates," and
similar expressions and include management's current expectation of its
longer term prospects for success. These forwardlooking statements are
based on our current expectations, estimates, assumptions and
projections about our business and industry, and the markets and
customers we serve, and they are subject to numerous risks and
uncertainties that may cause these forwardlooking statements to be
inaccurate. Such risks and uncertainties include the timing and possible
delays, deferrals and cancellations of orders by customers; quarterly
revenue fluctuations; industry and sector cyclicality, instability and
unpredictability; market demand for consumer devices utilizing
semiconductors produced by our clients; our ability to manage costs; new
product introductions, market acceptance of new products and enhanced
versions of our existing products; reliability and technical acceptance
of our products; our lengthy sales cycles, and the timing of system
installations and acceptances; lengthy and costly development cycles for
laserprocessing and lithography technologies and applications;
competition and consolidation in the markets we serve; improvements,
including in cost and technical features, of competitors' products;
rapid technological change; pricing pressures and product discounts; our
ability to collect receivables; customer and product concentration and
lack of product revenue diversification; inventory obsolescence; general
economic, financial market and political conditions and other factors
outside of our control; domestic and international tax policies;
cybersecurity threats in the United States and globally that could
impact our industry, customers, and technologies; and other factors
described in our SEC reports including our Annual Report on Form 10K
filed for the year ended December 31, 2015 and our Quarterly Report on
Form 10-Q filed for the quarterly period ended April 2, 2016. Due to
these and other factors, the statements, historical results and
percentage relationships set forth herein are not necessarily indicative
of the results of operations for any future period. We undertake no
obligation to revise or update any forwardlooking statements to reflect
any event or circumstance that may arise after the date of this release.
(UTEKF)
i Based on twelve-month, three-year and five-year periods
from June 20, 2016, based on total shareholder returns with dividends
reinvested. Neuberger performance includes fees.
ii Based on Ultratech's closing stock price on June 20, 2016.
iii Aspect's closing stock price on April 5, 2000, the last
trading day prior to the announcement of Ms. Infante's appointment as
Aspect's President and CEO.
iv Aspect's closing stock price on August 17, 2003, the last
trading day prior to the announcement of Ms. Infante's departure from
Aspect.
v Stock price appreciation calculated from Ultratech's
closing stock price on August 9, 2000, the last trading day prior to the
public announcement that Nicholas Konidaris would join the Company's
Board, to Ultratech's closing stock price on June 21, 2016.
vi Stock price appreciation calculated from Ultratech's
closing stock price on September 1, 2000, the last trading day prior to
the public announcement that Rick Timmins would join the Company's
Board, to Ultratech's closing stock price on June 21, 2016.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160622006254/en/
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