U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                          NOTICE OF EXEMPT SOLICITATION

                       Submitted pursuant to Rule 14a-6(g)

1.       Name of the Registrant:
         ASM International N.V.

2.       Name of person relying on exemption:
         Mellon HBV Alternative Investment Strategies LLC

3.       Address of person relying on exemption:
         200 Park Avenue, Suite 5400, New York, New York 10166

4.       Written materials.  Attach written materials required to be submitted
         pursuant to Rule 14a-6(g)(1):









[GRAPHIC OMITTED][GRAPHIC OMITTED]
 Mellon HBV Alternative Strategies


                                  News Release

Mellon HBV Alternative Strategies                    Contact: Jamie Brookes
Mellon Financial Centre                              +44 207163 2146
160 Queen Victoria Street                            brookes.j@mellon.com
London, EC4V 4LA

Date:    3 May 2006

- -------------------------------------------------------------------------------

                         Mellon HBV & ASM International

Mellon  HBV  Alternative  Strategies, a  registered  investment  adviser  and  a
subsidiary  of  Mellon  Financial  Corporation,  beneficially  owns on behalf of
affiliated  investment  funds and  separately  managed  accounts  over  which it
exercises discretionary authority, approximately 6.1% of the common stock of the
Dutch  semiconductor  manufacturer ASM International  NV.  Mellon HBV intends to
attend the annual general  meeting of  shareholders  of ASMI on 18 May, 2006 and
intends to vote  against the  adoption  of the annual  accounts  over 2005,  the
proposed  charge of the 2005 losses to the reserves and the  appointments of the
CEO's  son  Chuck Del Prado to the  Management  Board and  Messrs.  Brix and Van
Amerongen to the Supervisory Board.

Mellon HBV  believes  that the  continued  significant  losses  incurred  in the
front-end  business have not been properly  addressed by the current  Management
and Supervisory  Boards due to a corporate  governance  structure which does not
promote the maximisation of shareholder value.

Over the past few months Mellon HBV has communicated its concern with respect to
the losses  incurred in the front-end  business,  and the continued  practice of
financing  these losses by virtue of dividend  flows from ASMI's  holding in ASM
PT, and debts raised on the basis of the value of the ASMI stake in ASM PT.

ASMI's annual  accounts show that an increase of the debt of (euro)150m  and the
dividends  received  from ASM PT of  (euro)200m  since 2000 have allowed ASMI to
spend (euro)350m on R&D since 2000. Despite these significant  investments,  the
implied market  capitalisation of the front-end business has gradually decreased
from (euro)300m in 2000 to less than zero today.  Mellon HBV regards the implied
market view that ASMI's  investment  in ASM PT to be worth more than ASMI itself
as an alarming development.

Although  ASMI's  front-end  business  has  demonstrated  a  good  technological
expertise in a selected  number of market  segments,  Mellon HBV believes it has
failed  overall  to  generate  satisfactory  margins  over the last five  years.
Combined  with a  large  and  broadly  allocated  R&D  budget,  this  has led to
significant value erosion, which is contrary to industry trends.

Mellon  HBV  believes  a set of  actions  in the area of  corporate  governance,
reduced  capital  spending  and changes in corporate  structure  are required to
reverse the value destruction for ASMI's shareholders.  Mellon HBV will continue
its  efforts  to ask that the  Supervisory  Board and  Executive  Board  propose
changes in these areas. Such changes should include:

     o    absent a synergy between the front-end and back-end  business,  ASMI's
          stake in ASM PT should be reduced,  the  proceeds to be returned in an
          efficient manner to the shareholders;

     o    ASMI's  Articles  of  Association  to be brought in line with  today's
          Corporate   Governance   Standards,   to  the  extent   that   outside
          shareholders  - who represent the majority in the issued share capital
          - will have actual influence on important shareholders' resolutions;

     o    aggressively  curtailing  R&D  expenditures  in line with the earnings
          capacity of the front-end business;

     o    a clear roadmap to  profitability  in line with industry  peers, to be
          presented to the shareholders including a commitment to looking at all
          alternatives for maximizing shareholder value;

     o    the  consideration of an auction process of the front-end  products if
          it fails to meet fixed targets and predefined milestones;

     o    strengthening of the Supervisory Board with truly independent members.





                      Mellon HBV Alternative Strategies LLC
             54th Floor o 200 Park Avenue o New York, NY 10166-3399
    (212) 922-8200 Office o (212) 922-8955 Fax o companyinfo@mellonhbv.com o
                            http://www.mellonhbv.com
                          A Mellon Financial CompanySM


In accordance  with Dutch  corporate  law,  Mellon HBV has timely  requested the
boards to have the shareholders  vote on a resolution to distribute ASMI's stake
in ASM PT during the upcoming  General  Meeting of Shareholders of 18 May, 2006.
ASMI has put this item on the agenda for the AGM,  but has been willing to do so
only for discussion purposes.

With  regard to the items of the AGM on May 18,  2006 Mellon HBV intends to vote
against the following proposed resolutions:

1. To adopt the financial statements of 2005:

The statutory accounts of ASM show an accumulated deficit of (euro)147m.  At the
same time the company realised a mark-to-market  gain in excess of (euro)400m in
2005 only with regard to its ASM PT stake, which total value is now in excess of
(euro)1bn,  which has not been  reflected in the accounts.  The  combination  of
consolidation  of ASM PT and the  `masking'  of the  value of the ASM PT  shares
blocks the true and fair view on ASMI's  operations and financial  position,  as
required both under IFRS and Dutch GAAP.


2. Discharge Management Board and Supervisory Board:

Mellon HBV believes the management of ASMI and supervision thereon has been poor
given the high losses incurred during 2005,  contrary to trends in the industry,
the  inadequate  and untimely  measures of the Boards to reverse the  continuing
loss  making  trend at the  front-end  operations,  the  refusal  to update  the
substandard  corporate  governance  standards  and the choice of  selecting  new
candidates for the Boards.

3.  Appointment  of members to the  Management  and  Supervisory  Board:

     a.   The   appointment  of  Chuck  del  Prado,   Mellon  HBV  believes  the
          appointment  of  the  son  of  CEO  Arthur  Del  Prado  would  further
          contribute to the substandard corporate governance practice.

     b.   Appointment  of Berend  Brix and Van  Amerongen,  Mellon HBV  believes
          given the performance of the company,  candidates with a strong proven
          track record in corporate  restructuring  and recoveries are required.
          Mellon HBV believes the profiles of Van Amerongen and Brix do not meet
          this profile.

     c.   No  credible   alternative   candidates  have  been  proposed  by  the
          Supervisory Board. The alternative candidates proposed do not meet the
          requirements  as  described  in  the  company's   "Supervisory   Board
          Profile".

4. Authorisations Management Board:

Authorisations  to the Management Board to issue shares and grant  subscriptions
for common and financing preferred shares,  deviation from pre-emptive rights of
common  shareholders  and issuance of preferred shares can be used as protective
measures  to the  detriment  of the rights of  outside-shareholders.  Mellon HBV
believes  the  use of  these  authorisations  is not in  the  best  interest  of
shareholders.



Mellon HBV calls upon  shareholders  to timely register their shares for the AGM
and to voice their  opposition  against the policy  during this AGM.  The Record
Date for the AGM is 11 May, 2006. Mellon HBV has engaged  MacKenzie  Partners as
information agent. Shareholders are invited to contact MacKenzie Partners at the
number  listed  below with  questions  with  respect to Mellon  HBV's  position.
MacKenzie Partners will not be soliciting proxies.

Mellon HBV  Alternative  Strategies  is a  wholly-owned  alternative  investment
management subsidiary of Mellon Financial Corporation.

For further shareholder information:
Steve Balet, Executive Vice President
MacKenzie Partners (UK) Ltd.
T:       +44 (0) 20 7170 4155
M:       +44 (0) 79 5029 7227
sbalet@mackenziepartners.com