Aquest Systems wants to acquire Asyst Technologies; Riley weighs in

By Lisa Kerner

Charlotte, N.C., July 16 - Asyst Technologies, Inc. said it received an unsolicited letter of interest from Aquest Systems Corp. regarding the potential acquisition of Asyst Technologies for $6.50 in cash per share.

The board of directors of Asyst Technologies is reviewing the letter but wants more information from Aquest Systems about the availability and sources of committed financing, according to an Asyst Technologies news release.

In addition, Asyst Technologies said it wants to better understand the relationship among privately held Aquest Systems, Gores Group LLC and Riley Investment Management.

Aquest Systems president and chief executive officer Mihir Parikh, in a letter to Asyst Technologies, noted that both he and his company have made "significant investments in Asyst Technologies." Those investments are being managed by Riley. Parikh also founded Asyst Technologies.

Riley informed Asyst Technologies in June that it intends to seek control of the company's board and then sell Asyst Technologies through an auction process.

The hedge fund, which says it owns 2.6% of Asyst Technologies' shares, intends to nominate six directors for election at the company's 2008 annual meeting, it was previously reported.

Riley had identified Parikh as a potential participant in its solicitation of proxies.

In February, Gores Group expressed an interest in acquiring Asyst Technologies for $6.00 per share, the Asyst Technologies release said. Gores Group later reduced the offer price to between $5.00 and $6.00 per share.

Like Riley, Gores Group disclosed Aquest Systems as a participant in the potential acquisition.

Asyst Technologies' board determined that the February expression of interest by Gores Group and Aquest Systems was not in the best interests of shareholders.

Commenting on Aquest Systems' letter of interest, Riley noted that the proposed $6.50-per-share offer price is a 66% premium over Asyst Technologies' closing share price on July 15.

Riley believes Aquest Systems' proposal provides a "significant starting point" for Asyst Technologies to engage in a sale process that will maximize shareholder value.

According to Riley, the active involvement of its six nominees on Asyst Technologies' board will "ensure that an active process is undertaken to maximize the value of Asyst Technologies shares."

On July 9, Asyst Technologies' board amended and restated the rights agreement to protect its shareholders in the event of any proposed takeover of Asyst Technologies and to guard against partial tender offers, open market accumulations and other "abusive tactics" to gain control of the company, it was reported in a form 8-K filed with the Securities and Exchange Commission.

The filing stated that the rights will cause substantial dilution to a person or group that acquires 15% or more of Asyst Technologies' stock on terms not approved by the company's board.

Both Asyst Technologies and Aquest Systems develop automation products for the semiconductor industry. Asyst Technologies is located in Fremont, Calif., and Aquest Systems is located in Sunnyvale, Calif.

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