De Brauw Blackstone Westbroek has advised ASML, the world’s largest supplier of equipment to computer chip manufacturers, on a customer co-investment program. Intel is the first participant in the customer co-investment program, and has committed to acquire up to a 15% equity ownership interest and to provide R&D funding for an aggregate max amount of 3.3 billion.
Other customers are evaluating the program. ASML may issue up to an aggregate 25 percent minority equity stake to customers. Alongside these equity investments, participating customers would fund a significant portion of ASML’s research and development (R&D) activities.
The program is intended to have no effect on the current number of shares outstanding. Following the receipt of the subscription proceeds, ASML will effect a synthetic buy-back, consisting of a repayment to shareholders of the subscription proceeds and a reverse stock split. The shares issued through the program will be held by a Stichting Administratiekantoor, and will be non-voting, except in limited extraordinary circumstances. The terms of the synthetic buy-back and the issuance will be subject to approval by ASML shareholders at the EGM and statutory provisions regarding repayment of capital.
“This funding and participation by a leading semiconductor manufacturer is an acknowledgement of the essential contribution of lithography technology in ensuring the continuation of Moore’s Law. Moore’s Law, which stipulates that transistor density and microchip performance doubles roughly every 18 months, requires ever-increasing investments by the semiconductor industry, and in particular the equipment industry. We welcome Intel as the first customer to agree to contribute to these investments, the results of which will be available to every semiconductor manufacturer with no restrictions,” said Eric Meurice, Chief Executive Officer of ASML. “We hope to be able to announce additional investments by our other customers in the coming weeks.”