The Dutch company ASML on 9 July 2012 announced a co-investment programme in which three of its biggest customers are being invited to part fund ASML’s R&D programme, and to take minority investments in its equity .
ASML may issue up to 25% of its equity to those customers in return for cash. The proceeds of that cash issuance will be returned to ASML shareholders (excluding the investing partners) via a “synthetic buy-back”. The net result of that buy-back will be that, at its conclusion, the number of shares in issue will be the same as the number of shares in issue before the investment. Existing shareholders will have been compensated for the reduction in their shareholding by the cash return (which ASML refer to as “no net dilution”).
The synthetic buy-back is explained in more detail at slides 19 to 23 of this presentation. ASML is a Dutch-incorporated company, so this structure is under Dutch law.
