0001193125-15-191855.txt : 20150518 0001193125-15-191855.hdr.sgml : 20150518 20150518160200 ACCESSION NUMBER: 0001193125-15-191855 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150518 DATE AS OF CHANGE: 20150518 GROUP MEMBERS: ABDULLAH SALEH A. KAMEL GROUP MEMBERS: ERNESTO PALOMBA GROUP MEMBERS: OSAMA H. AL SAYED GROUP MEMBERS: PLUTO FUND LTD GROUP MEMBERS: SILVERARROW CAPITAL ADVISORS LLP GROUP MEMBERS: SILVERARROW CAPITAL HOLDING LTD. GROUP MEMBERS: THOMAS LIMBERGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROFIN SINAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019361 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 383306461 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47313 FILM NUMBER: 15873110 BUSINESS ADDRESS: STREET 1: 40984 CONCEPT DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 7344555400 MAIL ADDRESS: STREET 1: 40984 CONCEPT DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC JUPITER HOLDING LTD. CENTRAL INDEX KEY: 0001642385 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EMIRATES FINANCIAL TOWER, DIFC STREET 2: OFFICE 407, NORTH TOWER, PO BOX 506953 CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 491726967771 MAIL ADDRESS: STREET 1: EMIRATES FINANCIAL TOWER, DIFC STREET 2: OFFICE 407, NORTH TOWER, PO BOX 506953 CITY: DUBAI STATE: C0 ZIP: 00000 SC 13D 1 d927194dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-1(a)

(Amendment No.     )*

 

 

ROFIN-SINAR TECHNOLOGIES INC.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

775043102

(CUSIP Number)

Thomas Limberger

c/o SilverArrow Capital Advisors LLP

3 More London Riverside, 1st Floor,

London SE1 2RE, United Kingdom

+ 44 (0) 20 3637 2185

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 7, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  (1) 

Name of reporting person:

 

SilverArrow Capital Holding Ltd.

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    WC

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    2,358,327 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    552,500 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    2,358,327 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    8.4%* (See Item 5)

(14)

Type of reporting person:

 

    OO

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

SilverArrow Capital Advisors LLP

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    WC

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    United Kingdom

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    2,233,327 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    427,500 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    2,233,327 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    7.9%* (See Item 5)

(14)

Type of reporting person:

 

    PN

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

SAC Jupiter Holding Ltd.

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    WC

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Dubai, United Arab Emirates

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    2,233,327 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    427,500 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    2,233,327 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    7.9% (See Item 5)

(14)

Type of reporting person:

 

    OO

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

Thomas Limberger

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    OO

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Federal Republic of Germany

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    2,358,327 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    552,500 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    2,358,327 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    8.4%* (See Item 5)

(14)

Type of reporting person:

 

    IN

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

Abdullah Saleh A. Kamel

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    PF

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Kingdom of Saudi Arabia

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    0 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    395,000 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    395,000 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    1.4%* (See Item 5)

(14)

Type of reporting person:

 

    IN

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

Pluto Fund Limited

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    OO

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Saint Vincent and the Grenadines

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    0 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    92,500 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    92,500 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    Less than 1%* (See Item 5)

(14)

Type of reporting person:

 

    OO

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

Osama H. Al Sayed

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    PF

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Kingdom of Saudi Arabia

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    0 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    1,288,327 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    1,288,327 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    4.6%* (See Item 5)

(14)

Type of reporting person:

 

    IN

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


  (1) 

Name of reporting person:

 

Ernesto Palomba

  (2)

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  (3)

SEC use only

 

  (4)

Source of funds:

 

    PF

  (5)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  (6)

Citizenship or place of organization:

 

    Italy

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  (7) 

Sole voting power:

 

    0 (See Item 5)

  (8)

Shared voting power:

 

    0

  (9)

Sole dispositive power:

 

    30,000 (See Item 5)

(10)

Shared dispositive power:

 

    0

(11)

Aggregate amount beneficially owned by each reporting person:

 

    30,000 (See Item 5)

(12)

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

(13)

Percent of class represented by amount in Row (11):

 

    Less than 1%* (See Item 5)

(14)

Type of reporting person:

 

    IN

*

 

Based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.


The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 1. Security and Issuer.

This statement relates to the common stock, $0.01 par value per share (the “Common Stock”) of ROFIN-SINAR Technologies Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 40984 Concept Drive, Plymouth, Michigan, 48170.

 

Item 2. Identity and Background.

(a) This statement is filed by:

 

  i. SilverArrow Capital Holding Ltd., a company organized under the laws of Guernsey (“SilverArrow Guernsey”), with respect to the Common Stock directly and beneficially owned by it;

 

  ii. SilverArrow Capital Advisors LLP, a limited liability partnership formed under the laws of the United Kingdom (“SilverArrow Advisors”) with respect to the Common Stock beneficially owned by it;

 

  iii. SAC Jupiter Holding Ltd., a limited company organized in Dubai, United Arab Emirates (“SilverArrow Dubai” and together with SilverArrow Guernsey and SilverArrow Advisors, the “SilverArrow Entities”) with respect to the Common Stock directly and beneficially owned by it;

 

  iv. Thomas Limberger, an individual and citizen of the Federal Republic of Germany, with respect to the Common Stock beneficially owned by him;

 

  v. Abdullah Saleh A. Kamel, an individual and citizen of the Kingdom of Saudi Arabia, with respect to the Common Stock directly and beneficially owned by him;

 

  vi. Pluto Fund Limited, a company organized under the laws of Saint Vincent and the Grenadines (“Pluto”), with respect to the Common Stock directly and beneficially owned by it;

 

  vii. Osama H. Al Sayed, an individual and citizen of the Kingdom of Saudi Arabia, with respect to the Common Stock directly owned by him; and

 

  viii. Ernesto Palomba, an individual and citizen of Italy, with respect to the Common Stock directly owned by him.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of SilverArrow Guernsey is Third Floor, La Plaiderie Chambers, St. Peter Port, Guernsey GY1 1WG. The address of the principal office of SilverArrow Advisors and Mr. Limberger is 3 More London Riverside, 1st Floor, London SE1 2RE, United Kingdom. The address of the principal office of SilverArrow Dubai is Office 407, North Tower, Emirates Financial Towers, DIFC, P.O. Box 506953, Dubai, UAE. The principal business address of Mr. Kamel is Palestine St., Dallah Tower, 13th Floor, 21414 Jeddah, Kingdom of Saudi Arabia. The address of the principal office of Pluto is Trust House, 112 Bonadi Street, P.O. Box 613, Kingstown, St. Vincent, Grenadines. The principal business address of Mr. Al Sayed is Bin Homran Building 1st Floor, Room 106., P.O. Box 14552, 21434 Jeddah, Kingdom of Saudi Arabia. The principal business address of Mr. Palomba is Caraa D’ Urenn 4b, 6513 Monte Carasso, Switzerland.

The general partners and officers and directors of the SilverArrow Entities and Pluto and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c) The principal business of the SilverArrow Entities is investing in securities and making other equity investments and engaging in all related activities and transactions. Mr. Limberger controls SilverArrow Guernsey. SilverArrow Guernsey controls SilverArrow Advisors, and SilverArrow Advisors controls SilverArrow Dubai. Accordingly, Mr. Limberger controls the SilverArrow Entities. The principal occupation of Mr. Limberger consists of serving as a director of the SilverArrow Entities, serving as Chief Executive Officer of SilverArrow Advisors, and managing the investments of the SilverArrow Entities.

The principal business of Mr. Kamel is serving as Chief Executive Officer of Dallah Al-Baraka Group, a conglomerate based in the Kingdom of Saudi Arabia.


The principal business of Pluto is investing in securities and making other equity investments and engaging in all related activities and transactions.

The principal occupation Mr. Al Sayed is Chairman of AlSayed Group, a conglomerate based in the Kingdom of Saudi Arabia.

The principal occupation Mr. Palomba is attorney.

(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The place of organization of each of the Reporting Persons other than the persons listed on Schedule A is included in Item 2(a) above and is incorporated herein by reference. 

 

Item 3. Source and Amount of Funds or Other Consideration.

The Common Stock purchased by each of the SilverArrow Entities was purchased with investment funds managed by the SilverArrow Entities. The aggregate purchase price of the 125,000 shares of Common Stock Shares directly owned by SilverArrow Guernsey is approximately $3,106,250, excluding brokerage commissions.

The aggregate purchase price of the 427,500 shares of Common Stock directly owned by SilverArrow Dubai is approximately $10,572,075, excluding brokerage commissions.

The Common Stock purchased by Mr. Kamel was purchased with personal funds. The aggregate purchase price of the 395,000 shares of Common Stock directly owned by Mr. Kamel is approximately $9,960,471, excluding brokerage commissions.

The Common Stock purchased by Pluto was purchased with investment funds managed by Pluto. The aggregate purchase price of the 92,500 shares of Common Stock (including the 25 call options to acquire a total of 2,500 shares of Common Stock described in Item 6 below) directly and beneficially owned by Pluto is approximately $2,250,000, excluding brokerage commissions.

The Common Stock purchased by Mr. Al Sayed was purchased with personal funds. The aggregate purchase price of the 1,288,327 shares of Common Stock directly owned by Mr. Al Sayed is approximately $31,730,970, excluding brokerage commissions.

The Common Stock purchased by Mr. Palomba was purchased with personal funds. The aggregate purchase price of the 30,000 shares of Common Stock directly owned by Mr. Palomba is approximately $765,000, excluding brokerage commissions.

 

Item 4. Purpose of Transaction.

The Reporting Persons acquired their positions in the Common Stock in the belief that the Common Stock was, when purchased, undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of the Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, and/or engaging in short selling of or hedging or similar transactions with respect to the Common Stock, in each case on such terms and at such times as the Reporting Persons may deem advisable.


Mr. Limberger, on behalf of the Reporting Persons, has had discussions with the Issuer’s management regarding board structure (including board composition) and the Issuer’s strategy and business.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the outcome of the discussions referred to above, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer’s management and board of directors, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or potential business combinations involving the Issuer, or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based on 28,162,403 shares of Common Stock outstanding as of May 8, 2015, as reported in the Issuer’s Form 10-Q filed with SEC on May 11, 2015.

 

  A. SilverArrow Guernsey

 

  (a) As of the close of business on May 13, 2015, SilverArrow Guernsey directly owned 125,000 shares of Common Stock. As a result of SilverArrow Guernsey’s and Mr. Limberger’s control of SilverArrow Dubai, SilverArrow Guernsey may be deemed to beneficially own the 427,500 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger pursuant to the Group Agreement described in Item 6 below, SilverArrow Guernsey may be deemed to have sole voting power with respect to, and beneficially own, the 1,288,327 shares of Common Stock directly owned by Mr. Al Sayed, the 92,500 shares of Common Stock directly and beneficially owned by Pluto, the 395,000 shares of Common Stock directly owned by Mr. Kamel, and the 30,000 shares of Common Stock directly owned by Mr. Palomba.

Percentage: Approximately 8.4%

 

  (b) 1. Sole power to vote or direct vote: 2,358,327

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 552,500

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by SilverArrow Guernsey during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

  B. SilverArrow Advisors

 

  (a) As of the close of business on May 13, 2015, SilverArrow Advisors did not directly own any shares of Common Stock. As a result of SilverArrow Advisors’ and Mr. Limberger’s control of SilverArrow Dubai, SilverArrow Advisors may be deemed to beneficially own the 427,500 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger pursuant to the Group Agreement described in Item 6 below, SilverArrow Advisors may be deemed to have sole voting power with respect to, and beneficially own, the 1,288,327 shares of Common Stock directly owned by Mr. Al Sayed, the 92,500 shares of Common Stock directly and beneficially owned by Pluto, the 395,000 shares of Common Stock directly owned by Mr. Kamel, and the 30,000 shares of Common Stock directly owned by Mr. Palomba.

Percentage: Approximately 7.9%


  (b) 1. Sole power to vote or direct vote: 2,233,327

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 427,500

4. Shared power to dispose or direct the disposition: 0

 

  (c) SilverArrow Advisors has not entered into any transactions in the shares of Common Stock during the past sixty days.

 

  C. SilverArrow Dubai

 

  (a) As of the close of business on May 13, 2015, SilverArrow Dubai directly owned 427,500 shares of Common Stock. In addition, as a result of voting power granted to Mr. Limberger pursuant to the Group Agreement described in Item 6 below, SilverArrow Dubai may be deemed to have sole voting power with respect to, and beneficially own, the 1,288,327 shares of Common Stock directly owned by Mr. Al Sayed, the 92,500 shares of Common Stock directly and beneficially owned by Pluto, the 395,000 shares of Common Stock directly owned by Mr. Kamel, and the 30,000 shares of Common Stock directly owned by Mr. Palomba.

Percentage: Approximately 7.9%

 

  (b) 1. Sole power to vote or direct vote: 2,233,327

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 427,500

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by SilverArrow Dubai during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

  D. Mr. Limberger

 

  (a) As of the close of business on May 13, 2015, Mr. Limberger did not directly own any shares of Common Stock. As a result of Mr. Limberger’s control of the SilverArrow Entities, Mr. Limberger may be deemed to beneficially own the 125,000 shares of Common Stock directly owned by SilverArrow Guernsey and the 427,500 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger pursuant to the Group Agreement described in Item 6 below, Mr. Limberger may be deemed to have sole voting power with respect to, and beneficially own, the 1,288,327 shares of Common Stock directly owned by Mr. Al Sayed, the 92,500 shares of Common Stock directly and beneficially owned by Pluto, the 395,000 shares of Common Stock directly owned by Mr. Kamel, and the 30,000 shares of Common Stock directly owned by Mr. Palomba.

Percentage: Approximately 8.4%

 

  (b) 1. Sole power to vote or direct vote: 2,358,327

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 552,500

4. Shared power to dispose or direct the disposition: 0

 

  (c) Mr. Limberger has not entered into any transactions in the shares of Common Stock during the past sixty days. The transactions in the shares of Common Stock on behalf of the SilverArrow Entities during the past sixty days are set forth in Schedule B and are incorporated herein by reference.


  E. Mr. Kamel

 

  (a) As of the close of business on May 13, 2015, Mr. Kamel directly owned 395,000 shares of Common Stock. Pursuant to the Group Agreement described in Item 6 below, Mr. Kamel granted voting power with respect to such shares to Mr. Limberger.

Percentage: Approximately 1.4%

 

  (b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 395,000

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by Mr. Kamel during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

  F. Pluto

 

  (a) As of the close of business on May 13, 2015, Pluto directly and beneficially owned 92,500 shares of Common Stock (including the 25 call options to acquire a total of 2,500 shares of Common Stock described in Item 6). Pursuant to the Group Agreement described in Item 6 below, Pluto granted voting power with respect to such shares to Mr. Limberger.

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 92,500

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by Pluto during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

  G. Mr. Al Sayed

 

  (a) As of the close of business on May 13, 2015, Mr. Al Sayed directly owned 1,288,327 shares of Common Stock. Pursuant to the Group Agreement described in Item 6 below, Mr. Al Sayed granted voting power with respect to such shares to Mr. Limberger.

Percentage: Approximately 4.6%


  (b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,288,327

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by Mr. Al Sayed during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

  H. Mr. Palomba

 

  (a) As of the close of business on May 13, 2015, Mr. Palomba directly owned 30,000 shares of Common Stock. Pursuant to the Group Agreement described in Item 6 below, Mr. Palomba granted voting power with respect to such shares to Mr. Limberger.

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 30,000

4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the shares of Common Stock by Mr. Palomba during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons entered into a Group Agreement, dated as of May 7, 2015 (the “Group Agreement”), pursuant to which each of Pluto and Messrs. Kamel, Al Sayed and Palomba (the “Non-Silver Arrow Parties”) agreed to promptly notify SilverArrow Dubai and Mr. Limberger of such Non-Silver Arrow Party’s purchase or sale of any shares of securities of the Issuer from the date of the Group Agreement until the termination of the Group Agreement. Any party to the Group Agreement may terminate its obligations under the Group Agreement on three business days’ prior written notice delivered to SilverArrow Dubai and Mr. Limberger. In addition, pursuant to the Group Agreement, each of the Non-Silver Arrow Parties appointed Mr. Limberger, director of SilverArrow Dubai, as its proxy and attorney-in-fact to vote or execute written consents with respect to the securities directly or beneficially owned by such Non-SilverArrow Party, and to execute and file with the SEC any Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, any settlement agreement, or any amendments to any of the foregoing. Also pursuant to the Group Agreement, the Reporting Persons agreed that a group has been formed for the purposes of (i) engaging in discussions with the Issuer regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the group determines to undertake in connection with their respective investment in the Issuer. Under the Group Agreement, the Reporting Persons agreed that any communication with the Issuer will be at the direction of SilverArrow Dubai and that the Non-SilverArrow Parties will not communicate with the Issuer on the group’s behalf without SilverArrow Dubai’s prior written consent.

The foregoing description of the Group Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Group Agreement, which is filed as Exhibit 99.1, and is incorporated herein by reference.


The Reporting Persons entered into a Joint Filing Agreement, dated as of May 7, 2015, in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is filed as Exhibit 99.2 and is incorporated herein by reference.

Pluto sold 80 put options with strike prices of $25.00 per share, which expire on June 19, 2015, for a total of 8,000 shares of Common Stock. Pluto also sold 50 put options with strike prices of $22.50 per share, which expire on September 18, 2015, for a total of 5,000 shares of Common Stock. In addition, Pluto purchased 25 call options, with strike prices of $25.00 per share, which expire on June 19, 2015, for a total of 2,500 shares of Common Stock.

Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

 

Exhibit 99.1 Group Agreement, dated as of May 7, 2015, by and among SilverArrow Capital Holding Ltd., SAC Jupiter Holding Ltd., Abdullah Saleh A. Kamel, Pluto Fund Limited, Thomas Limberger, Osama H. Al Sayed and Ernesto Palomba.
Exhibit 99.2 Joint Filing Agreement, dated as of May 7, 2015, by and among SilverArrow Capital Holding Ltd., SilverArrow Capital Advisors LLP, SAC Jupiter Holding Ltd., Abdullah Saleh A. Kamel, Pluto Fund Limited, Thomas Limberger, Osama H. Al Sayed and Ernesto Palomba.
Exhibit 99.3 Power of Attorney (included in Exhibit 99.1).


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2015

 

SILVERARROW CAPITAL HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory
SILVERARROW CAPITAL ADVISORS LLP
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory
SAC JUPITER HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory

/s/ Thomas Limberger

Thomas Limberger

*

Abdullah Saleh A. Kamel


PLUTO FUND LIMITED
By:

*

Name:
Title:

*

Osama H. Al Sayed

*

Ernesto Palomba
* By:

/s/ Thomas Limberger

Thomas Limberger
Attorney-in-fact


Schedule A

Directors and Executive Officers of

SilverArrow Capital Holding Ltd.

 

Name and Position

  

Principal Occupation

  

Principal Business Address

  

Citizenship

Thomas Limberger*, Director

   —      —      —  

Sven Ohligs, Director

   Managing the investments of the SilverArrow Entities   

3 More London Riverside, 1st Floor,

London SE1 2RE, United Kingdom

   Germany

Matthew Wood, Director

   Director, SANNE Group (Guernsey) Limited   

Third Floor, La Plaiderie Chambers,

La Plaiderie, St Peter Port, Guernsey

GY1 1WG

   Guernsey

 

* Mr. Limberger is a Reporting Person and, as such, the information with respect to Mr. Limberger called for by Item 2 of Schedule 13D is set forth therein.

Directors and Executive Officers of

SilverArrow Capital Advisors LLP

 

Name and Position

  

Principal Occupation

  

Principal Business Address

  

Citizenship

Thomas Limberger*, Director

   —      —      —  

Sven Ohligs, Designated Member

   Managing the investments of the SilverArrow Entities   

3 More London Riverside, 1st Floor,

London SE1 2RE, United Kingdom

   Germany

 

* Mr. Limberger is a Reporting Person and, as such, the information with respect to Mr. Limberger called for by Item 2 of Schedule 13D is set forth therein.

Directors and Executive Officers of

SAC Jupiter Holding Ltd.

 

Name and Position

  

Principal Occupation

  

Principal Business Address

  

Citizenship

Thomas Limberger*, Director

   —      —      —  

Sven Ohligs, Director

   Managing the investments of the SilverArrow Entities   

3 More London Riverside, 1st Floor,

London SE1 2RE, United Kingdom

   Germany

Veronique Favreau, Secretary

   Attorney   

3 More London Riverside, 1st Floor,

London SE1 2RE, United Kingdom

   France

 

* Mr. Limberger is a Reporting Person and, as such, the information with respect to Mr. Limberger called for by Item 2 of Schedule 13D is set forth therein.


Directors and Executive Officers of

Pluto Fund Limited

 

Name and Position

  

Principal Occupation

  

Principal Business Address

  

Citizenship

Robert Schimanko, Director

   Chairman of Prime Capital Management   

Zugerstrasse 76b, 6340 Baar,

Switzerland

   Austria

Giselle Millington, Director

   Manager of St. Vincent Trust Service Limited   

Trust House, 112 Bonadie Street

P.O. Box 613

Kingstown, St. Vincent and

the Grenadines West Indies

   St. Vincent


Schedule B

Transactions in the Common Stock During the Past Sixty Days

 

Date of Purchase/Sale

   Shares Purchased /(Sold)      Price ($)  

SilverArrow Capital Holding Ltd.

  

5/7/2015

     1,395,128         24.8050   

5/7/2015

     (600,000      25.2500   

5/7/2015

     (385,000      25.2500   

5/7/2015

     (80,000      25.0000   

5/7/2015

     (100,000      25.2500   

5/7/2015

     (10,000      25.5000   

5/7/2015

     (55,128      26.8724   

5/8/2015

     (30,000      25.5000   

5/8/2015

     (10,000      25.0000   

SAC Jupiter Holding Ltd.

  

4/6/2015

     (1,200      24.6901   

4/6/2015

     (100      24.6260   

4/7/2015

     (20,000      24.5500   

4/7/2015

     (594      24.5700   

4/7/2015

     (7,672      24.8900   

4/8/2015

     (9,034      24.8051   

4/21/2015

     (4,000      25.6640   

5/1/2015

     6,000         23.8400   

5/1/2015

     500         23.6500   

5/7/2015

     100,000         25.2500   

Date of Purchase/Sale

   Shares Purchased /(Sold)      Price ($)  

Osama H. Al Sayed

  

3/9/2015

     3,838         23.8660   

3/10/2015

     30,000         23.6651   

3/11/2015

     31,600         23.4831   

3/12/2015

     2,791         23.4702   

3/13/2015

     10,000         23.5718   

3/16/2015

     35,000         23.8590   

3/17/2015

     15,796         23.6186   

3/18/2015

     10,000         23.5786   

3/19/2015

     6,164         23.6250   

3/25/2015

     25,000         24.2173   

3/26/2015

     10,250         24.1107   

3/27/2015

     24,945         23.8096   

3/30/2015

     500         23.9150   

3/31/2015

     16,024         24.1861   

4/1/2015

     7,600         24.0589   

5/1/2015

     15,000         23.8424   

5/5/2015

     15,000         23.5819   

5/6/2015

     7,899         23.9221   

5/7/2015

     600,000         25.2500   

5/6/2015

     22,149         23.9302   

5/7/2015

     (3,000      26.2451   


Date of Purchase/Sale

   Shares Purchased /(Sold)      Price ($)  

Pluto Fund Ltd.

  

3/9/2015

     2,000         24.0388   

3/10/2015

     1,900         23.8273   

3/11/2015

     5,000         23.6745   

3/12/2015

     1,100         23.3182   

3/18/2015

     1,600         23.5850   

3/20/2015

     1,201         23.6269   

3/30/2015

     2,000         23.8508   

3/31/2015

     (4,500      26.7213   

4/8/2015

     (500      24.3200   

4/9/2015

     (6,979      24.8500   

4/10/2015

     (2,000      25.1262   

4/13/2015

     (4,100      25.3043   

4/16/2015

     (6,800      25.4998   

4/17/2015

     (3,566      25.7655   

4/20/2015

     (734      25.6470   

4/21/2015

     (2,400      25.4047   

4/22/2015

     (1,402      25.7287   

4/24/2015

     (598      25.0217   

5/5/2015

     (2,654      24.5496   

5/6/2015

     1,045         23.5218   

5/7/2015

     (3,445      26.7182   

5/7/2015

     80,000         25.0000   

5/11/2015

     10,000         25.0000   

Abdullah Saleh A. Kamel

  

5/6/2015

     10,000         23.9221   

5/7/2015

     385,000         25.2500   

Ernesto Palomba

  

5/8/2015

     30,000         25.5000   
EX-99.1 2 d927194dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

GROUP AGREEMENT

This GROUP AGREEMENT (this “Agreement”) dated as of May 7, 2015, is made and entered into by and among SAC Jupiter Holding Ltd., a limited company organized in Dubai, United Arab Emirates (“SilverArrow Dubai”), SilverArrow Capital Holding Ltd., a company organized under the laws of Guernsey (“SilverArrow Guernsey”), Abdullah Saleh A. Kamel, an individual and citizen of the Kingdom of Saudi Arabia (“Mr. Kamel”), Pluto Fund Limited, a company organized under the laws of Saint Vincent and the Grenadines (“Pluto”), Thomas P. Limberger, an individual and citizen of the Federal Republic of Germany (“Mr. Limberger”), Osama H. Al Sayed, an individual and citizen of the Kingdom of Saudi Arabia (“Mr. Al Sayed”), and Ernesto Palomba, an individual and citizen of Italy (“Mr. Palomba” and, together with SilverArrow Dubai, SilverArrow Guernsey, Mr. Kamel, Pluto, Mr. Limberger, and Mr. Al Sayed, the “Parties” or the “Group”).

WHEREAS, as of the date hereof, each of the Parties is the beneficial owner of the Securities (as defined below) of ROFIN-SINAR Technologies Inc., a Delaware corporation (the “Company”), in the amounts set forth below such Party’s name on the signature pages to this Agreement;

WHEREAS, the Parties desire to form the Group for the purpose of (i) engaging in discussions with the Company regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company; and

WHEREAS, the Parties desire to reduce to writing their agreements and arrangements with respect to the Group.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Each of the undersigned hereby agrees to form the Group for the purposes of (i) engaging in discussions with the Company regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.

2. Each Party agrees to the joint filing on behalf of each of them and their respective affiliates of a statement on Schedule 13D, and any amendments thereto, with respect to the Securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. As used herein, “Securities” shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.


3. If any of Pluto or Messrs. Kamel, Al Sayed or Palomba (the “Non-SilverArrow Parties”) or any of their respective affiliates purchase or sell any Securities following the date of this Agreement and prior to the termination of this Agreement, then such Non-Silver Arrow Party shall, and shall cause its affiliates to, promptly (and in any event within one (1) business day) notify each of SilverArrow Dubai and Mr. Limberger of such purchase or sale of Securities by delivering SilverArrow Dubai and Mr. Limberger via electronic mail a written notice in the form of Exhibit A attached hereto.

4. Each of the Parties hereto agrees that any U.S. Securities and Exchange Commission (the “SEC”) filing, press release, Company communication or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be as directed by SilverArrow Dubai. SilverArrow Dubai shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group. Each of the Non-SilverArrow Parties hereto further agrees that any communication with the Company shall be at SilverArrow Dubai’s direction and that none of the Non-SilverArrow Parties or their respective affiliates shall communicate with the Company on the Group’s behalf without SilverArrow Dubai’s prior written consent.

5. Each of the Non-SilverArrow Parties hereby appoints as its proxy and attorney-in-fact Thomas Limberger, Director of SilverArrow Dubai, with full power of substitution and resubstitution, to (i) execute and file with the SEC any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed as a result of such Non-SilverArrow Party’s beneficial ownership of, or participation in a group with respect to, Securities directly or indirectly beneficially owned by such Non-SilverArrow Party or any of its affiliates and (ii) vote or execute written consents with respect to the Securities of such Non-SilverArrow Party at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof). Each of the Non-SilverArrow Parties shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and grant of authority is coupled with an interest and may only be revoked by a Non-Silver Arrow Party pursuant to Section 9 of this Agreement.

6. The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to create a joint venture or partnership, or to grant any Non-SilverArrow Party any rights to indemnification. Except as otherwise may be provided herein, nothing shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any provisions thereof that would require the application of


the laws of any other jurisdiction. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof shall be exclusively and finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA (the “AAA Rules”). Any Party to such controversy or claim may initiate the arbitration, as provided in the AAA Rules. The place of arbitration shall be New York, New York, United States of America, unless the Parties to such controversy or claim agree otherwise. The arbitral panel shall determine the rights and obligations of the Parties to such controversy or claim in accordance with the substantive laws of the State of New York. Except as agreed by such parties, the arbitral panel shall have no power to alter or modify any terms or provisions of this Agreement, or to render any award that, by its terms or effects, would alter or modify any term or provision of this Agreement. The arbitral panel shall be composed of three arbitrators, one to be selected by the claimant Party to the dispute or controversy (or, if there is more than one claimant to the dispute or controversy, by the claimant Parties, unanimously); one to be selected by the respondent Party (or, if there is more than one respondent to the dispute or controversy, by the respondent parties, unanimously); and one to be jointly appointed by the two Party-appointed arbitrators. If, within 15 business days, the two previously-selected arbitrators cannot agree on the selection of the third arbitrator, then the third arbitrator shall be selected by the AAA pursuant to the AAA Rules. Once the arbitral panel has been composed, the arbitrators shall act as neutrals and not as party arbitrators, and no Party to such controversy or claim shall engage in any ex parte communication with any member of the arbitral panel. Each such Party shall bear its own attorney fees, expenses, and costs. Any award of monetary damages shall be in writing and state the reasons upon which it is based. The award shall be final and binding on such Parties. Judgment on the award may be entered by any court with competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., shall govern any arbitration conducted pursuant to this Section 8.

9. Any Party may terminate its obligations under this Agreement on three (3) business days’ prior written notice delivered via email to SilverArrow Dubai and Mr. Limberger in the form attached hereto as Exhibit B. SilverArrow Dubai and Mr. Limberger shall promptly notify (orally or in writing) the other Parties of receipt of such notice of termination. Section 8 of this Agreement shall survive any termination pursuant to this Section 9.

10. Each of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D to be filed under the Securities Exchange Act of 1934, as amended.

11. Each of the undersigned Parties hereby agrees that this Agreement may not be assigned, amended, waived or modified except by a writing signed by each Party.

[Signature page follows]


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

SAC JUPITER HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory
Securities Beneficially Owned: 427,500 shares of common stock of the Company

[Signature Page Follows]

 

[Signature Page to Group Agreement]


SILVERARROW CAPITAL HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory
Securities Beneficially Owned: 125,000 shares of common stock of the Company

[Signature Page Follows]

 

[Signature Page to Group Agreement]


/s/ Thomas Limberger

Thomas Limberger
Securities Beneficially Owned: All shares of common stock of the Company owned by SilverArrow Guernsey and SilverArrow Dubai

 

[Signature Page to Group Agreement]


/s/ Abdullah Saleh A. Kamel

Abdullah Saleh A. Kamel
Securities Beneficially Owned: 395,000 shares of common stock of the Company

[Signature Page Follows]

 

[Signature Page to Group Agreement]


PLUTO FUND LIMITED
By:

/s/ Robert Schimanko

Name: Robert Schimanko
Title: Authorized Signatory
Securities Beneficially Owned:
90,000 shares of common stock of the Company
Options to purchase 2,500 shares of common stock of the Company, with a strike price of $25 per share; June 2015 expiration date

[Signature Page Follows]

 

[Signature Page to Group Agreement]


/s/ Osama H. Al Sayed

Osama H. Al Sayed
Securities Beneficially Owned: 1,288,327 shares of common stock of the Company

[Signature Page Follows]

 

[Signature Page to Group Agreement]


/s/ Ernesto Palomba

Ernesto Palomba
Securities Beneficially Owned: 30,000 shares of common stock of the Company

[Signature Page Follows]

 

[Signature Page to Group Agreement]


Exhibit A

Delivered Via Email

SAC Jupiter Holding Ltd.

Office 407, North Tower,

Emirates Financial Towers, DIFC,

P.O. Box 506953, Dubai, UAE

Attention:    Thomas Limberger

Re: Notification of [Purchase/Sale] of Securities of ROFIN-SINAR

Gentlemen:

The undersigned hereby notifies you of the following [purchase/sale] of securities of ROFIN-SINAR Technologies Inc.

 

Transaction Type [Purchase/Sale]

   Aggregate Number of
Shares

[Sold/Purchased]
   Date of
Transaction
   Price Per Share    Transaction
Type [Block
Trade; Open
Market
Purchase, etc.]
           

 

[Signature]

 


Exhibit B

Delivered Via Email

SAC Jupiter Holding Ltd.

Office 407, North Tower,

Emirates Financial Towers, DIFC,

P.O. Box 506953, Dubai, UAE

Attention: Thomas Limberger

Re: Notification of Termination of Group Agreement

Gentlemen:

Reference is made to the Group Agreement, dated as of May 7, 2015, by and among SAC Jupiter Holding Ltd., a limited company organized in Dubai, United Arab Emirates, SilverArrow Capital Holding Ltd., a company organized under the laws of Guernsey, Abdullah Saleh A. Kamel, an individual and citizen of the Kingdom of Saudi Arabia, Pluto Fund Limited, a company organized under the laws of Saint Vincent and the Grenadines, Thomas P. Limberger, an individual and citizen of the Federal Republic of Germany, Osama H. Al Sayed, an individual and citizen of the Kingdom of Saudi Arabia, and Ernesto Palomba, an individual and citizen of Italy (the “Group Agreement”).

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Group Agreement.

Pursuant to Section 9 of the Group Agreement, the undersigned hereby terminates its obligations under the Group Agreement.

 

[Signature]

 

EX-99.2 3 d927194dex992.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of ROFIN-SINAR Technologies Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

Dated: May 7, 2015

 

SAC JUPITER HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory

[Signature Page Follows]


SILVERARROW CAPITAL HOLDING LTD.
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory

 

SILVERARROW CAPITAL ADVISORS LLP
By:

/s/ Thomas Limberger

Name: Thomas Limberger
Title: Authorized Signatory

[Signature Page Follows]

 

[Signature Page to Joint Filing Agreement]


/s/ Thomas Limberger

Thomas Limberger

 

[Signature Page to Joint Filing Agreement]


/s/ Abdullah Saleh A. Kamel

Abdullah Saleh A. Kamel

[Signature Page Follows]

 

[Signature Page to Joint Filing Agreement]


PLUTO FUND LIMITED
By:

/s/ Robert Schimanko

Name: Robert Schimanko
Title: Authorized Signatory

[Signature Page Follows]

 

[Signature Page to Joint Filing Agreement]


/s/ Osama H. Al Sayed

Osama H. Al Sayed

[Signature Page Follows]

 

[Signature Page to Joint Filing Agreement]


/s/ Ernesto Palomba

Ernesto Palomba

[Signature Page Follows]

 

[Signature Page to Joint Filing Agreement]