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Note 3. Divestment

On March 13, 2013, the Company announced that it divested a controlling stake in its subsidiary ASM Pacific Technology Ltd ('ASMPT'). The sale of the shares officially closed on March 15, 2013. The Company sold 47,424,500 ordinary shares of ASMPT at a price of HK$90 per share to institutional or other professional investors through a partial secondary share placement, representing an 11.88% stake in ASMPT. The placement generated cash proceeds for the Company of HK$4,192 million (approximately €413 million).

Gross proceeds420,409
Paid fees, stamp duty and other expenses(7,213)
Net proceeds413,196
FX differences1,232
Cash balance ASMPT upon sale(116,174)
Net cash on disposal ASMPT298,254

The sale of the 11.88% stake caused ASMI to cease control of ASMPT. According to IFRS the accounting of this sale consists of two separate transactions:

  • A sale of a 51.96% subsidiary; and
  • A purchase of a 40.08% associate.

These transactions resulted in a substantial gain and the deconsolidation of ASMPT. This gain consisted of two elements, the realized gain on the sale of the 11.88% stake amounting to €252 million and an unrealized re-measurement gain on the remaining 40.08% of the retained interest in ASMPT approximating €1,156 million. The purchase of the associate resulted in the recognition of the associate at fair value.

After the initial accounting of the sale transaction and related gains, subsequent accounting under IAS 28R, Investments in associates and joint ventures, requires that future income from ASMPT will need to be adjusted for the fair value adjustments arising the basis differences as if a business combination had occurred under IFRS 3R, Business combinations, i.e. a purchase price allocation ('PPA').

The purchase of the associate has been recognized at fair value, being the value of the ASMPT shares on the day of closing of the purchase transaction. IFRS requires that the composition of such a fair value needs to be determined through a PPA. This process took place in the remaining period of 2013. The PPA resulted in the recognition of intangible assets for customer relationship, technology, trade name and product names. For inventories and property, plant & equipment a fair value adjustment was recognized.

Prior to accounting for the ASMPT investment under the equity method it was concluded that the Company lost control of ASMPT upon the sale of the 11.88% stake in ASMPT. The Company has concluded that its 40.08% retained interested in ASMPT does not constitute control under IFRS.

Under IFRS, the disposal of the ASMPT business classifies as discontinued operations. Therefore, the gain on disposal is included in the profit or loss on discontinued operations. The discontinued operations presentation also requires the comparative periods in all 2013 financial statements to be adjusted.

Reporting ASMI share in net earnings of ASMPT in the consolidated statement of operations of 2013:

Year ended December 31, 2013
Result investments and associates
ASMI share net earnings March 16 - December 31, 201324,093
Amortization other intangible assets and fair value changes from PPA(56,654)
Impairment loss(335,770)
Reported on line result investments and associates(368,331)
Discontinued operations
ASMI share net earnings January 1 - March 15, 2013(5,398)
Realized gain on sale 11.88% ASMPT shares252,370
Unrealized remeasurement gain on retained 40.08% ASMPT shares1,155,624
Reported on line result discontinued operations1,402,596

Welcome to our 2014 Corporate reporting site

ASMI has a dual listing on Nasdaq (North America) and Euronext (the Netherlands). Our full 2014 Annual report is prepared in accordance with International Financial Reporting Standards ('IFRS'), as endorsed by the European Union and can be viewed online conveniently. We also file the Annual report on Form 20-F with the US Securities and Exchange Commission, which is available as a PDF. All our 2014 reports can be downloaded quickly and easily.

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STATUTORY
ANNUAL REPORT 2014

Our Statutory annual report provides a comprehensive overview of company developments in 2014. It has been prepared in accordance with International Financial Reporting Standards ('IFRS') as endorsed by the European Union.

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ANNUAL REPORT ON
FORM 20-F 2014

Form 20-F 2014, which is compiled based on US GAAP, has been filed with the Securities and Exchange Commission. It may contain information additional to the Statutory annual report.

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CR REPORT
2014

Our goal is to create better products and add value to the company, our stakeholders and society at large in a responsible, sustainable manner. Our CS report covers all aspects of our efforts to manage our business responsibly.

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REMUNERATION
REPORT 2014

The Remuneration report 2014 provides a breakdown
of our Management Board and Supervisory Board remuneration.

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RECONCILIATION
US GAAP-IFRS 2014

With dual listing in North America and the Netherlands, we report in US GAAP and IFRS. This document outlines the main differences for ASMI relating to US GAAP and IFRS.

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