Duiven, the Netherlands, July 8, 2024 - BE Semiconductor Industries N.V. (the “Company” or  “Besi”) (Euronext Amsterdam: BESI; OTC markets: BESIY), a leading manufacturer of assembly equipment for the semiconductor industry, announced today that it is launching an offering of €350 million aggregate principal amount of Senior Notes due 2031 (the “Notes”). The net proceeds from the Notes will be used for general corporate purposes, including potential acquisitions, and to pay the fees and expenses relating to the offering of the Notes.

The Notes will represent senior obligations of the Company and will rank equally in right of payment with all of Besi’s existing and future indebtedness that is not subordinated in right of payment to the Notes, rank senior in right of payment to all of Besi’s existing and future indebtedness that is subordinated in right of payment to the Notes, be effectively junior to all of Besi’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and be structurally subordinated in right of payment to any obligations of Besi’s subsidiaries.

The Notes are being offered in a private placement and there will be no public offering of the Notes. The Notes are only being offered and sold (i) in the United States only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) in reliance on Rule 144A and (ii) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements
Some statements in this announcement are forward-looking. They represent expectations for the Company’s business and involve risks and uncertainties. These forward-looking statements are based on current expectations and projections about future events. The Company believes that current expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the Company’s control, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.

Important Notice
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BE SEMICONDUCTOR INDUSTRIES N.V.  IN THE UNITED STATES OR ANY OTHER JURISDICTION; SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW, AND AS SUCH, THIS ANNOUNCEMENT IS DIRECTED (I) IN THE UNITED STATES, ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A) IN RELIANCE ON RULE 144A AND (II) OUTSIDE THE UNITED STATES ONLY AT NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATIONS).

This announcement is directed only at persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is not directed at any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 (as amended). 

This announcement is not directed at any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. 

MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID. Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the United Kingdom.

To read the full version of our press release, please download the PDF file.