Filed by ASML Holding N.V.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Cymer Inc.
(Commission File No.: 0-21321)
ASML
Veldhoven, the Netherlands
October 17, 2012
ASML 2012 Third Quarter Results
Q3 results in line with guidance
ASML to acquire Cymer
Safe Harbor
“Safe Harbor” Statement under the US Private Securities Litigation Reform Act of 1995: this press release contains statements
that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements, as they relate to Cymer or ASML, this transaction or the expected benefits of this transaction, involve risks and
uncertainties that may cause results to differ materially from those set forth in the statements. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements.
These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections
about the business and future financial results of ASML and Cymer, and readers should not place undue reliance on them.
Actual results or developments may differ materially from those in the forward-looking statements. These forward looking
statements are subject to risks and uncertainties, including the inability to obtain Cymer shareholder approval or regulatory
approval for this transaction, the satisfaction of other conditions to the closing of the transaction, the possibility that the length
of time necessary to consummate this transaction may be longer than anticipated, the achievement of the expected benefits of
the transaction, risks associated with integrating the businesses of Cymer and ASML, the possibility that the businesses of
ASML and Cymer may suffer as a result of uncertainty surrounding the proposed transaction, the expected capacity and
capability developments in EUV systems, the anticipated effect of this transaction on ASML’s earnings per share and EUV
margins, the benefits of the DUV and IBP businesses and other risks associated with the development of EUV technology.
The foregoing risk list of factors is not exhaustive. You should consider carefully the foregoing factors and the other risks and
uncertainties that affect the businesses of ASML and Cymer described in the risk factors included in ASML’s Annual Report on
Form 20-F and Cymer’s Annual Report on Form 10-K, Cymer’s Quarterly Reports on Form 10-Q, and other documents filed by
ASML and Cymer from time to time with the SEC. The parties disclaim any obligation to update the forward-looking statements
contained herein.
17 October 2012
Public
Slide 2
Important information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended. The proposed Cymer transaction will be submitted to the stockholders of Cymer for
their consideration. In connection with the proposed Cymer transaction, Cymer will file a proxy statement with the SEC and
ASML will file a registration statement on Form F-4 with additional information concerning the transaction, including a proxy
statement/prospectus. CYMER STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS CAREFULLY (WHEN
THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement, the registration statement, ASML’s Annual Report on Form 20-F and ASML’s
subsequent reports filed or furnished to the SEC and other documents containing other important information about Cymer and
ASML filed or furnished to the SEC (when they become available) may be read and copied at the SEC’s public reference room
located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Rooms may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, from which any electronic
filings made by ASML may be obtained without charge. In addition, investors and shareholders may obtain copies of the
documents filed with or furnished to the SEC upon oral or written request without charge. Requests may be made in writing by
regular mail at the following address: De Run 6501, 5504 DR, Veldhoven, The Netherlands, Attention: Manager Investor
Relations.
Cymer and ASML and their respective directors, executive officers and employees and other persons may be deemed to be
participants in the solicitation of proxies in respect of the transaction. Information regarding Cymer’s directors and executive
officers and their ownership of Cymer common stock is available in Cymer’s proxy statement for its 2012 meeting of
stockholders, as filed with the SEC of Schedule 14A on April 11, 2012. Information about ASML’s directors and executive
officers and their ownership of ASML ordinary shares is available in its Annual Report on Form 20-F for the year ended
December 31, 2011 and will be available in the joint proxy statement/prospectus (when available). Other information regarding
the interests of such individuals as well as information regarding Cymer’s and ASML’s directors and officers will be available in
the proxy statement/prospectus when it becomes available. These documents can be obtained free of charge from the sources
indicated above.
17 October 2012
Public
Slide 2
• Business summary
• Cymer merger agreement
• Business environment
• ASML technology status
• Outlook
17 October 2012
Public
Slide 3
Business summary
17 October 2012
Public
Slide 4
Q3 results—highlights
• Net sales of € 1,229 million, 40 systems sold valued at
€ 1,000 million, net service and field option sales at € 229 million
• Gross margin of 43.2%
• Operating margin of 25.8%
• Net bookings of € 831 million, 33 systems
• Backlog at € 1,340 million, 48 systems
• Generated € 489 million cash from operations
Net bookings and backlog numbers are excluding EUV.
17 October 2012
Public
Slide 5
949 919
183
742
1,452 1,252
930 844
277
1,069
1,529
1,228
934
697
555
1,176
1,459
1,229
955
494
581
1,521
1,211
0
1000
2000
3000
4000
5000
6000
2007 2008 2009 2010 2011 2012
Net Sales
Total net sales M€ Public
3,768
Numbers have been rounded for readers’ convenience.
2,954
1,596
4,508
5,651
17 October 2012
Q1
Q2
Q3
Q4
Slide 6
Q4 net sales
guidance about
| € |
|
1 billion |
Net system sales breakdown in value: Q3 2012
Numbers have been
rounded for readers’
convenience.
Technology
I-Line 2%
ArF Immersion
83%
KrF 15%
Japan 7%
USA
27%
Korea
35%
Taiwan
23%
Europe 6%
China 1%
Region
Foundry
48%
Memory 30%
IDM
22%
End-Use
EUV ArF i ArFdry KrF I-Line
Sales in Units
22
13
| 5 |
|
17 October 2012
Public
Slide 7
Singapore 1%
Consolidated statements of operations M€
Q2 12 Q3 12
Net sales 1,228 1,229
Gross profit
Gross margin %
530
43.2%
531
43.2%
R&D costs 145 144
SG&A costs 55 70
Income from operations
Operating income %
331
27.0%
317
25.8%
Net income
Net income as a % of net sales
292
23.8%
275
22.4%
Earnings per share (basic) € 0.71 0.65
Numbers have been rounded for readers’ convenience.
17 October 2012
Public
Slide 8
Includes
€ 12 million costs
related to the
Co-investment
program
Key financial trends 2011 – 2012
Consolidated statements of operations M€
Numbers have been rounded for readers’ convenience.
Q3 11 Q4 11 Q1 12 Q2 12 Q3 12
Net sales 1,459 1,211 1,252 1,228 1,229
Gross profit 613 496 524 530 531
Gross margin % 42.1% 41.0% 41.8% 43.2% 43.2%
R&D costs 150 150 145 145 144
SG&A costs 56 56 55 55 70
Income from operations 407 290 324 331 317
Operating income % 27.9% 23.9% 25.8% 27.0% 25.8%
Net income 355 285 282 292 275
Net income as a % of net sales 24.4% 23.5% 22.5% 23.8% 22.4%
Units sold 55 41 52 44 40
ASP new systems 27.1 27.4 22.1 23.3 28.8
Net booking value 514 710 865 949 831
17 October 2012
Public
Slide 9
Cash flows M€
Numbers have been rounded for readers’ convenience.
Q2 12 Q3 12
Net income 292 275
Adjustments to reconcile net income to net cash flows
from operating activities:
Impairment and obsolescence 55 32
Depreciation and amortization 57 37
Deferred income taxes 1 25
Other non-cash items 5 6
Change in assets and liabilities (336) 114
Net cash provided by operating activities 74 489
Net cash used in investing activities (889) (240)
Net cash provided by (used in) financing activities (294) 3,022
Total FX effects 8 (4)
Net increase (decrease) in cash and cash equivalents (1,101) 3,267
17 October 2012
Public
Slide 10
Includes approx.
| € |
|
3 billion net proceeds |
from share issuances
to 2 customers related
to the Co-investment
program
Balance sheets M€
Numbers have been rounded for readers’ convenience.
Assets Jul 1st, 2012 Sep 30st, 2012
Cash & cash equivalents and short-term investments 2,702 38% 6,159 58%
Accounts receivable, net 632 9% 327 3%
Finance receivables, net 122 2% 266 3%
Inventories, net 1,721 24% 1,920 18%
Other assets 526 7% 540 5%
Tax assets 187 2% 186 2%
Fixed assets 1,328 18% 1,190 11%
Total assets 7,218 100% 10,588 100%
Liabilities and shareholders’ equity
Current liabilities 2,075 29% 2,302 22%
Non-current liabilities 1,547 21% 1,380 13%
Shareholders’ equity 3,596 50% 6,906 65%
Total liabilities and shareholders’ equity 7,218 100% 10,588 100%
17 October 2012
Public
Slide 11
Includes approx.
| € |
|
3 billion |
received from 2
customers
related to the
Co-investment
program
Bookings activity by sector, EUV not included
Total value M€ 831
Net booked
• 29 new tools at € 795 million
| • |
|
4 used tools at € 36 million |
Numbers have been rounded for readers’ convenience.
17 October 2012
Public
Slide 12
Memory
27%
IDM
11%
Foundry
62%
Memory bookings include evaluation
tools converted into sales
Backlog in value per Sep 30th, EUV not included
Total value M€ 1,340
Numbers have been rounded for readers’ convenience.
76% of backlog
carry shipment
dates in the next
| 6 |
|
months |
17 October 2012
Public
Slide 13
Technology
I-Line 2%
ArF immersion
74%
KrF 23%
ArF dry 1%
End-use
Foundry
39%
NAND
DRAM 19%
18%
IDM
24%
Region
(ship to location) USA 15%
Korea 22%
Taiwan
38%
Japan 7%
Singapore 7%
Europe 7%
China 4%
New
systems
Used
systems
Total
systems
Units 39 9 48
Value M€ 1,282 58 1,340
ASP M€ 32.9 6.4 27.9
Share buy back to resume starting 18 October 2012
17 October 2012
Public
Slide 14
€ 0
€ 200
€ 400
€ 600
€ 800
€ 1,000
€ 1,200
2011 week 4
week 8
week 12
week 16
week 20
week 24
week 28
week 32
week 36
week 40
week 44
week 48
week 52
2012 week 4
week 8
week 12
week 16
week 20
week 24
Millions
Cumulative share buy back 2011—2012
• ASML intends to complete the € 1,130 million share buy back program in Q4 with the
remaining € 160 million
• In addition 2.2 million shares will be purchased to cover outstanding employee stock
and stock option plans
Update of the Customer Co-investment program
• ASML received approval from shareholders
• Intel, TSMC and Samsung agreed to contribute € 1.38 billion over
| 5 |
|
years to ASML’s R&D aimed at accelerating EUV lithography and |
450mm lithography development
• ASML received € 3.02 billion for issuing shares to Intel and
Samsung and expects to receive € 838 million from TSMC on
October 31
• This cash will be returned to shareholders via a Synthetic Buyback
later this year
17 October 2012
Public
Slide 15
Cymer merger agreement
17 October 2012
Public
Slide 16
ASML signs merger agreement with Cymer solidifying
EUV roadmap
• EUV is the way forward for the semiconductor industry. The industry
is looking to ASML and source suppliers to provide an economically
viable EUV solution
• Merging ASML and Cymer:
• Will improve our capabilities to bring new technologies to our customers
• Provides significant gains in time and costs by making technology
development more efficient
• Simplifies the supply chain
• Simplifies the integration and manufacturing flow of EUV modules
• Creates synergies that provide value for customers and shareholders in
combining service businesses
17 October 2012
Public
Slide 17
Transaction details
• ASML has made a public cash-and-share offer to purchase Cymer,
valuing the company at approx. € 1.95 billion
• Each Cymer share holder to receive US$ 20 in cash and 1.1502 ASML
shares per Cymer share
• Offer is for all of Cymer’s operations, assets and liabilities
• Transaction is conditional upon Cymer shareholder approval and
regulatory approvals
• Transaction is expected to be accretive to ASML’s EPS in the second
year after closing (excl. non-cash purchase price accounting adjustments)
17 October 2012
Public
Slide 18
Business environment
17 October 2012
Public
Slide 19
Business environment
• ASML’s Q4 revenue level is expected at € 1 billion reflecting:
• Stable demand from the Logic sector (Foundry + IDM)
• Very low demand from the memory sector
• Entering 2013 we see sustained demand from Logic sector:
• 28 nm node strategic build-up to a worldwide capacity of 300,000
wafer starts per month in foundries to be reached by mid 2013
• 22 nm node ramp in foundries to start in H2 2013
• 14 nm MPU ramp
• Spending by memory customers is expected to remain subdued
in the next 2 quarters
17 October 2012
Public
Slide 20
ASML technology status
17 October 2012
Public
Slide 21
EUV status
• NXE:3100 systems at customer sites have exposed more than
23,000 wafers with good overlay and imaging enabling
semiconductor device recipe development
• NXE:3300 meets customer requirements for overlay and imaging:
• Overlay down to 1.3 nm
• Imaging 16 nm structures (half pitch) and 20 nm contact holes
• After demonstrating 50 watt source power at the supplier, we have
now proven 30 watt reliable source performance potential under
production conditions, enabling a productivity of 18 wafers per hour
• Targeting 69 wafers per hour to be achieved in 2014
17 October 2012
Public
Slide 22
NXE:3100 learning accelerates NXE:3300 integration
High resolution NXE:3300 images 2 weeks after first light
First exposure
July 16 2010
250 nm
August 26
27 nm
September 26
20 nm
February 2012
16 nm small field
February 2012
First exposure
June 20 2012
25 nm
July 4
22 nm
August 25
18 nm
August 25
16 nm
September 15
Further R&D NXE:3100 setup and optimisation: 2 months enabled
NXE:3300B first image optimisation Further R&D enabled
Slide 23
17 October 2012
Public
EUV enables single exposure 14 nm node
First NXE:3300B exposures at ASML
Public
14 nm node M1 clip, 46nm minimum pitch, exposed on an NXE:3300B with conventional illumination. Clip courtesy of ST
• Single exposure without OPC already shows good
resemblance between reticle and wafer layout
• Equivalent exposure with ArF immersion can only
be done using multiple patterning
• Immersion to EUV overlay measured at 4.3 nm
EUV imaging
17 October 2012
10 nm
99.7%F
x: 4.2 nm
y: 4.3 nm
Slide 24
Public
Slide 25
NXE:3300B integration status today
| 7 |
|
machines in build-up for shipment |
System 4:
Source setup
System 1:
Ongoing buildup
System 2:
Ongoing buildup
System 3:
Ongoing buildup
Integration towards shipment
System 7:
Reliability testing
System 5:
Availability testing
System 6:
Reliability testing
Development tool
17 October 2012
EUV status – orders and deliveries
• We plan to ship 11 NXE:3300B EUV systems in 2013, contributing
€ 700 million in revenues
• We have in addition commitments for 4 volume production tools to
ship in 2014
• We expect another 4 to 8 commitments for NXE:3300 within the
next 6 months
Public
Slide 26
17 October 2012
Outlook
Public
Slide 27
17 October 2012
Q4 Outlook
• Net sales around € 1 billion
• Gross margin about 41%
• R&D costs at € 155 million
• SG&A costs at € 64 million
ASML on track for H2 2012 sales of € 2.2 billion
Public
Slide 28
17 October 2012
ASML