6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of July, 2010

Commission File Number 000-13355

ASM INTERNATIONAL N.V.

(Translation of registrant’s name into English)

VERSTERKERSTRAAT 8

1322 AP ALMERE

THE NETHERLANDS

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and had not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                     .

Exhibits
Exhibit 99.1	ASM International Reports Second Quarter 2010 Operating Results
Exhibit 99.2	Acquisition of the SEAS Business by ASMPT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 30, 2010	ASM INTERNATIONAL N.V.
		/s/    HANS VAN SELM
		Hans van Selm
		Finance Director Front - end

ASM INTERNATIONAL N.V.

(THE “REGISTRANT”)

(COMMISSION FILE NO. 0-13355)

EXHIBIT INDEX

TO

FORM 6-K

DATED JULY 30, 2010

Exhibit No.	Exhibit Description	Filed Herewith
99.1	ASM International Reports Second Quarter 2010 Operating Results	X
99.2	Acquisition of the SEAS Business by ASMPT	X

EX-99.1

Exhibit 99.1

ASM International N.V.

ASM INTERNATIONAL REPORTS

SECOND QUARTER 2010 OPERATING RESULTS

ALMERE, THE NETHERLANDS, July 28, 2010—ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) reports today its second quarter 2010 (unaudited) operating results in accordance with US GAAP.

• Second quarter 2010 net sales of EUR 302.4 million a new record, up 38% quarter to quarter and up 153% year to year;

• For our Front-end segment this quarter we achieved our operating cost (including manufacturing overhead) reduction target of 40% compared to the fourth quarter 2008 run rate;

• Earnings from operations excluding impairment and restructuring charges increased from negative EUR 6.7 million in the second quarter of 2009 to EUR 83.5 million;

• The Front-end segment increased from negative EUR 22.5 million to EUR 6.9 million;

• The Back-end segment increased from EUR 15.8 million to EUR 76.6 million;

• Net earnings of the second quarter of 2010 were EUR 47.5 million, or EUR 0.61 diluted net earnings per share, as compared to net earnings of EUR 4.2 million, or EUR 0.08 diluted net earnings per share for the first quarter of 2010 and a net loss of EUR 55.7 million or EUR 1.08 diluted net loss per share for the second quarter of 2009;

• Bookings in the second quarter of 2010 were EUR 526.1 million, up 48% from the first quarter of 2010. Bookings from our Front-end segment were up 32% and bookings from our Back-end segment were up 52%. Quarter-end backlog was EUR 556.6 million, up 67% from the end of the previous quarter;

Commenting on the results, Chuck del Prado, President and Chief Executive Officer of ASM International, said, “ASMI’s second quarter performance reflects strong growth in both our wafer processing and assembly and packaging operations.

Our Front-end business returned to profitability, we reached the cost reduction targets as set out in our global restructuring program PERFORM!, and we experienced an acceleration of orders compared to prior quarters. In Back-end, revenues, orders, and profits once again set quarterly records for our assembly and packaging operations serving the semiconductor and LED markets”.

Contacts:

Erik Kamerbeek

+31 88100 8500

Mary Jo Dieckhaus

+1 212 986 2900

Media Contact:

Charles Huijskens

+31 20 6855 955

+31 653 105 072

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The following table shows the operating performance for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)
	Q2 2009		Q1 2010		Q2 2010		% Change Q1 2010 to Q2 2010		% Change Q2 2009 to Q2 2010
Net sales	119.5		219.1		302.4		38	%	153	%
Gross profit before impairment of inventories	33.7		92.5		133.4		44	%	296	%
Gross profit margin %	28.2	%	42.2	%	44.1	%
Impairment inventories	(20.6	)	—		—
Gross profit	13.1		92.5		133.4		44	%	916	%
Selling, general and administrative expenses	(25.7	)	(26.6	)	(31.6	)	19	%	23	%
Research and development expenses	(14.6	)	(17.5	)	(18.2	)	4	%	25	%
Amortization of other intangible assets	(0.2	)	(0.1	)	(0.1	)
Restructuring expenses	(15.4	)	(3.6	)	(3.3	)
Earnings (loss) from operations	(42.7	)	44.7		80.2		80	%
Net earnings (loss) allocated to the shareholders of the of the parent	(55.7	)	4.2		47.5
Net earnings (loss) per share, diluted	(1.08	)	0.08		0.61
New orders	155.8		355.4		526.1		48	%	238	%
Backlog at end of period	122.4		333.0		556.6		67	%	355	%

Net Sales. The following table shows net sales of our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)	Q2 2009	Q1 2010	Q2 2010	% Change Q1 2010 to Q2 2010		% Change Q2 2009 to Q2 2010
Front-end	27.6	54.0	66.1	22	%	139	%
Back-end	91.9	165.1	236.4	43	%	157	%
Total net sales	119.5	219.1	302.4	38	%	153	%

The increase in the second quarter of 2010 in our Front-end segment compared to the previous quarter was driven by increased equipment sales in particular for our ALD enabling technologies and higher spares and service sales as a result of increased activity levels at our customers. In our Back-end segment record quarterly sales again were realized in the second quarter of 2010 due to the continued strong demand for our traditional products and increasing demand for our LED related products.

The strengthening of the Yen, US dollar and US dollar related currencies against the euro in the second quarter of 2010 as compared to the first quarter of 2010 impacted total net sales positively by 7%. The strengthening of these currencies as compared to the second quarter of 2009 impacted total net sales positively by 4%.

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Gross Profit Margin. The following table shows our gross profit and gross profit margin for our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)	Gross profit1) Q2 2009	Gross profit Q1 2010	Gross profit Q2 2010	Gross profit margin Q2 2009		Gross profit margin Q1 2010		Gross profit margin Q2 2010		Increase or (decrease) percentage points Q1 2010 to Q2 2010	Increase or (decrease) percentage points Q2 2009 to Q2 2010
Front-end	0.4	18.0	26.0	1.7	%	33.4	%	39.4	%	6.0	37.7
Back-end	33.3	74.5	107.3	36.2	%	45.1	%	45.4	%	0.3	9.2
Total gross profit	33.7	92.5	133.4	28.2	%	42.2	%	44.1	%	1.9	15.9

1) before impairment inventories

The gross profit margin of both our Front-end segment and our Back-end segment continued to improve when compared to the first quarter of 2010 driven by higher activity levels. The increase of the gross margin in our Front-end segment, both compared to the same period last year and to the previous quarter is partly attributable to the lower cost levels and manufacturing overhead as a result of the transfer of our manufacturing activities to our plant in Singapore and a favorable product mix.

The impact of currency changes quarter to quarter was an increase of 7% and year to year an increase of 4%.

Selling, General and Administrative Expenses. The following table shows selling, general and administrative expenses for our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)	Q2 2009	Q1 2010	Q2 2010	% Change Q1 2010 to Q2 2010		% Change Q2 2009 to Q2 2010
Front-end	14.7	11.0	11.2	2	%	(24	)%
Back-end	11.0	15.6	20.4	31	%	85	%
Total selling, general and administrative expenses	25.7	26.6	31.6	19	%	23	%

As a percentage of net sales, selling, general and administrative (SG&A) expenses were 10% in the second quarter of 2010, 12% in the first quarter of 2010 and 21% in the second quarter of 2009.

In the Front-end segment SG&A as a percentage of sales was 17% in Q2 as compared to 20% in Q1 and 53% in Q2 2009, reflecting our focus to reduce the fixed cost base as part of our restructuring program Perform!.

In the Back-end segment SG&A, as a percentage of net sales, decreased due to the higher activity level.

The impact of currency changes quarter to quarter was an increase of 6% and year to year an increase of 4%.

3

Research and Development Expenses. The following table shows research and development expenses for our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)	Q2 2009	Q1 2010	Q2 2010	% Change Q1 2010 to Q2 2010		% Change Q2 2009 to Q2 2010
Front-end	8.1	8.3	7.8	(6	)%	(4	)%
Back-end	6.5	9.2	10.3	12	%	58	%
Total research and development expenses	14.6	17.5	18.2	4	%	25	%

As a percentage of net sales, research and development expenses were 6% in the second quarter of 2010, 8% in the first quarter of 2010 and 12% in the second quarter of 2009.

We continue to focus and prioritize our programs carefully in line with our strategic objectives.

The impact of currency changes quarter to quarter was an increase of 6% and year to year an increase of 5%.

Restructuring expenses. In 2009 ASMI started the implementation of a major restructuring in the Front-end segment. Related to these restructuring projects EUR 3.3 million of expenses were incurred during the second quarter of 2010. These related mainly to severance packages, retention costs, provisions for vacancy and other costs related to the transfer of activities to Singapore.

Earnings (Loss) from Operations. The following table shows earnings (loss) from operations for our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions)	Q2 2009		Q1 2010		Q2 2010		Change Q1 2010 to Q2 2010	Change Q2 2009 to Q2 2010
Front-end:
Excluding impairments and restructuring	(22.5	)	(1.4	)	6.9		8.3	29.4
Impairments and restructuring	(36.0	)	(3.6	)	(3.3	)	0.3	32.7
Including impairments and restructuring	(58.5	)	(5.0	)	3.6		8.6	62.1
Back-end	15.8		49.7		76.6		26.9	60.8
Total earnings (loss) from operations	(42.7	)	44.7		80.2		35.5	122.9

4

Net Earnings (Loss) allocated to the shareholders of the parent. The following table shows net earnings (loss) for our Front-end and Back-end segments for the second quarter of 2010 as compared to the first quarter of 2009 and the second quarter of 2009:

(EUR millions)	Q2 2009		Q1 2010		Q2 2010		Change Q1 2010 to Q2 2010	Change Q2 2009 to Q2 2010
Front-end
Excluding impairments, restructuring expenses, result on early extinguishment of debt and fair value changes conversion option	(23.9	)	(10.1	)	1.4		11.5	25.3
Impairments and restructuring	(34.9	)	(3.6	)	(3.3	)	0.3	31.6
Result on early extinguishment of debt	—		(2.3	)	—		2.3	—
Fair value changes conversion options	(4.7	)	(2.6	)	14.0		16.6	18.7
Special items	(39.6	)	(8.5	)	10.7		19.2	50.3
Including impairments, restructuring expenses, result on early extinguishment of debt and fair value changes conversion option	(63.5	)	(18.6	)	12.1		30.7	75.6
Back-end	7.8		22.7		35.4		12.7	27.6
Total net earnings (loss) allocated to the shareholders of the parent	(55.7	)	4.2		47.5		43.3	103.2

Net earnings for the Back-end segment reflect our 52.59% ownership of ASM Pacific Technology.

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Six months ended June 30, 2010

The following table shows the operating performance and the percentage change for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions, except earnings per share)	Six months ended June 30,
	2009		2010		% Change
Net sales	208.6		521.5		150	%
Gross profit before impairment of inventories	55.0		225.9		311	%
Gross profit margin %	26.4	%	43.3	%
Impairment inventories	(20.6	)	—
Gross profit	34.4		225.9		556	%
Selling, general and administrative expenses	(50.9	)	(58,2	)	14	%
Research and development expenses	(31.1	)	(35.7	)	15	%
Amortization of other intangible assets	(0.3	)	(0.2	)
Restructuring expenses	(19.5	)	(7.0	)
Earnings (loss) from operations	(67.4	)	124.9
Net earnings (loss)1)	(79.0	)	51.7
Net earnings (loss) per share, diluted1)	(1.53	)	0.77
New orders	240.2		881.5		267	%
Backlog at end of period	122.4		556.6		167	%

¹⁾ allocated to the shareholders of the parent

Net Sales. The following table shows net sales of our Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	2009	2010	% Change
Front-end	73.4	120.0	63	%
Back-end	135.2	401.5	197	%
Total net sales	208.6	521.5	150	%

The increase of net sales in the first six months of 2010 in our Front-end segment compared to the same period last year was driven by increased equipment and higher spares and service sales as a result of increased activity at our customers. In our Back-end segment record quarterly sales was realized both in the first quarter and in the second quarter of 2010 due to the high continued strong demand for our traditional products and increasing demand for our LED related products.

The strengthening of the Yen, US dollar and US dollar related currencies against the euro in the first six months of 2010 as compared to the first six months of 2009 impacted total net sales positively by 2%.

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Gross Profit Margin. The following table shows gross profit and gross profit margin for the Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	Gross profit		Gross profit margin
	20091)	2010	2009		2010		Increase or (decrease) percentage points
Front-end	12.6	44.0	17.2	%	36.7	%	19.5
Back-end	42.4	181.8	31.4	%	45.3	%	13.9
Total gross profit	55.0	225.9	26.4	%	43.3	%	16.9

¹⁾ before impairment inventories

The gross profit margin of both our Front-end segment and our Back-end segment strongly improved when compared to the first six months of 2009 driven by significantly higher activity levels. The increase of the gross margin in our Front-end segment, both compared to the same period last year is partly attributable to the lower manufacturing overhead as a result of the transfer of our manufacturing activities to Singapore.

The impact of currency changes year to year was an increase of 2%.

Selling, General and Administrative Expenses. The following table shows selling, general and administrative expenses for our Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	2009	2010	% Change
Front-end	30.6	22.2	(27	)%
Back-end	20.3	36.0	77	%
Total selling, general and administrative expenses	50.9	58.2	14	%

As a percentage of net sales, selling, general and administrative expenses were 11% in the first half year of 2010 and 24% in the same period of 2009.

For the first six months of 2010 selling, general and administrative expenses as a percentage of net sales of our Front-end segment, were reduced to 19% compared with 42% for the first 6 months of 2009, reflecting our focus to reduce the fixed cost base as part of our restructuring program Perform!. For the period under review the selling, general and administrative expenses in the Back-end segment as a percentage of net sales decreased from 15% in 2009 to 9% in 2010.

The impact of currency changes year to year was an increase of 1%.

Research and Development Expenses. The following table shows research and development expenses for our Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	2009	2010	% Change
Front-end	18.1	16.1	(11	)%
Back-end	13.0	19.5	50	%
Total research and development expenses	31.1	35.7	15	%

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As a percentage of net sales, research and development expenses were 7% in the first six months of 2010 and 15% in the first six months of 2009.

The decrease in our Front-end segment is the result of a further prioritisation of research and development projects.

The impact of currency changes year to year was an increase of 2%.

Restructuring Expenses. In 2009 ASMI started the implementation of a major restructuring in the Front-end segment. Related to these restructuring projects, during the first six months of 2010 EUR 7.0 million of expenses were incurred. These related mainly to severance packages, retention costs, provisions for vacancy and other costs related to the transition of activities to Singapore.

Earnings (Loss) from Operations. The following table shows earnings (loss) from operations for our Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	2009		2010		Change
Front-end:
Excluding impairments and restructuring charges	(36.4	)	5.6		42.0
Impairments and restructuring charges	(40.1	)	(7.0	)	33.1
Including impairments and restructuring charges	(76.5	)	(1.4	)	75.1
Back-end	9.1		126.3		117.2
Total earnings (loss) from operations	(67.4	)	124.9		192.3

Net Earnings (Loss) allocated to the shareholders of the parent. The following table shows net earnings (loss) for our Front-end and Back-end segments for the six months ended June 30, 2010 compared to the same period in 2009:

(EUR millions)	Six months ended June 30,
	2009		2010		Change
Front-end:
Excluding impairments, restructuring charges, result on early extinguishment of debt and fair value change conversion option	(40.7	)	(8.6	)	32.1
Loss from early extinguishment of debt	—		(2.3	)	(2.3	)
Impairments and restructuring charges	(37.8	)	(7.0	)	30.8
Fair value change conversion options	(4.1	)	11.4		15.5
Including impairments, restructuring charges result on early extinguishment of debt and fair value change conversion options	(82.6	)	(6.4	)	76.2
Back-end	3.6		58.1		54.5
Total earnings (loss)1)	(79.0	)	51.7		130.7

¹⁾ Allocated to the shareholders of the parent

Net earnings for the Back-end segment reflect our 52.59% ownership of ASM Pacific Technology.

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Bookings and backlog

The following table shows, for our Front-end and Back-end segments, the level of new orders for the second quarter of 2010 and the backlog at the end of the second quarter of 2010 as compared to the first quarter of 2010 and the second quarter of 2009:

(EUR millions, except book-to-bill ratio)
	Q2 2009	Q1 2010	Q2 2010	% Change Q1 2010 to Q2 2010		% Change Q2 2009 to Q2 2010
Front-end:
New orders for the quarter	22.1	65.4	86.5	32	%	291	%
Backlog at the end of the quarter	36.2	61.7	82.1	33	%	127	%
Book-to-bill ratio (new orders divided by net sales)	0.80	1.21	1.31
Back-end:
New orders for the quarter	133.7	290.0	439.6	52	%	229	%
Backlog at the end of the quarter	86.2	271.3	474.5	75	%	450	%
Book-to-bill ratio (new orders divided by net sales)	1.45	1.76	1.86
Total
New orders for the quarter	155.8	355.4	526.1	48	%	238	%
Backlog at the end of the quarter	122.4	333.0	556.6	67	%	355	%
Book-to-bill ratio (new orders divided by net sales)	1.30	1.62	1.74

In our Front-end segment we have seen increased order bookings. Both 200mm and 300mm Epitaxy equipment led our second quarter Front-end order book. 200mm Epitaxy system bookings included Epitaxy orders for power management applications. In July, we received an order, valued in excess of US $25 million (approximately EUR 20 million), for multiple 300 mm Epitaxy tools, in addition to continued strong performance to date in our overall Front-end orderbook. Our Back-end segment bookings level in the second quarter was a new record. The demand for equipment to assemble both integrated circuits and LEDs was very strong.

Liquidity and capital resources

Net cash provided by operations was EUR 61.2 million for the second quarter of 2010 as compared to net cash used by operations of EUR 6.4 million for the second quarter of 2009. For the six months ended June 30, 2010 net cash provided from operations of EUR 87.0 million compared to net cash used in operations of EUR 0.5 million for the comparable period in 2009. This increase results mainly from the improved net earnings, partly offset by investments in working capital resulting from the increased level of activity.

Net cash used in investing activities was EUR 19.3 million for the second quarter of 2010 as compared to EUR 2.3 million for the second quarter of 2009. For the six months ended June 30, 2010 net cash used in investing activities of EUR 30.1 million compared to EUR 5.3 million for the comparable period in 2009. The increase results mainly from increased capital expenditures in our Back-end segment.

Net cash used in financing activities was EUR 30.5 million for the second quarter of 2010 as compared to net cash used in financing activities of EUR 15.3 million for the second quarter of 2009. For the six months ended June 30, 2010 net cash used in financing activities of EUR 70.6 million compared to EUR 17.6 million for the comparable period in 2009. The increase mainly

9

results from the increased payment of dividend to minority shareholders and the repurchase of convertible bonds during the first quarter of 2010.

Net working capital, consisting of accounts receivable, inventories, other current assets, accounts payable, accrued expenses, advance payments from customers and deferred revenue, increased from EUR 214.1 million at March 31, 2010 to EUR 262.6 million at June 30, 2010. This increase is primarily the result of increased activity levels and exchange rates. The number of outstanding days of working capital, measured based on quarterly sales, decreased from 90 days at March 31, 2010 to 80 days at June 30, 2010. For the same period, our Front-end segment increased from 84 days to 104 days and our Back-end segment decreased from 92 days to 73 days.

At June 30, 2010, the Company’s principal sources of liquidity consisted of EUR 308.2 million in cash and cash equivalents and EUR 127.6 million in undrawn bank lines. Approximately EUR 148.7 million of the cash and cash equivalents and EUR 31.6 million of the undrawn bank lines are restricted to use in the Company’s Back-end operations. EUR 27.4 million of the cash and cash equivalents and EUR 6.1 million in undrawn bank lines are restricted to use in the Company’s Front-end operations in Japan. The use of EUR 33.7 of cash and cash equivalents is restricted in use for buy-back of outstanding convertible bonds due 2011.

Outlook

For the 2010 third quarter, we expect to generate positive revenue growth in both our Front-end and Back-end business segments.

We expect Front-end orders to strengthen further. Based on current order visibility, we believe this trend will continue through the rest of the year, as the semiconductor industry transitions to the more advanced technology nodes. We anticipate third quarter Back-end orders will continue to reflect the robust demand of both the semiconductor and LED markets.

Overall, we look forward to further improving our Front-end operating performance, complete PERFORM!, and to realizing another strong results’ quarter for our Back-end operations.

Proposed Acquisition by ASM Pacific Technology Limited

After pursuing our very successful Back-end strategy of internal organic growth for the past thirty years, we believe that it is time for us to adopt a new strategy of pursuing multiple growth engines. One of the challenges of changing a core strategic vision is to change it while one’s business is still performing strongly.

The Group’s proposed acquisition of the entire interest of the Electronics Assembly Systems business from Siemens AG represents an exciting and excellent opportunity for the Company. It offers ASM a significant growth opportunity and a chance to replicate our success in the assembly and packaging equipment business to the surface mount technology (“SMT”) equipment business.

The SMT placement equipment business that has been built up by Siemens AG has excellent market-leading technologies, good market reputation and a commendable market position. Currently, it enjoys strong market shares for products in the high-end market segments, particularly in Europe and the USA, which it is well-placed to maintain its leadership position. In terms of synergy, it shares many of the key enabling technologies and manufacturing processes of the assembly and packaging equipment offered by ASM. By contributing ASM’s experience and expertise in cost-efficient manufacturing and marketing networks in Asia, we aim to lower the costs of SMT equipment hitherto offered to the market. Hence, we are confident of expanding the market share of the acquired business in Asia, particularly in China. We also aim to repeat our

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successful total solution strategy by horizontally expanding the product portfolio of this new SMT equipment business to cater to the needs of diverse customers.

We strongly believe that the proposed acquisition represents an excellent combination of advanced technologies with vast experience in cost-efficient manufacturing and marketing networks in Asia. The synergistic effects of combining the strengths of the two organizations will serve to push this new SMT business unit and the whole ASM Group to new heights.

Details of the proposed acquisition are set out in the announcement on “Major Transaction – Acquisition of the SEAS Business” of ASM Pacific Technology dated 28 July 2010.

Interim Financial Report

On August 31, 2010 ASM International will publish its Interim Financial report for the six months ended June 30, 2010. This report is in accordance with the requirements of the EU Transparency Directive as implemented in the Netherlands and includes consolidated condensed interim financial statements prepared in accordance with IAS 34, “Interim Financial Reporting”, an interim management board report and a management board responsibility statement. The interim financial report for the six months ended June 30, 2010 will be available online at www.asm.com as from August 31, 2010.

Historical development sales and net earnings in EUR millions

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ASM International will host an investor conference call and web cast on Thursday, July 29, 2010 at 15:00 Continental European Time (9:00 a.m. - US Eastern Time).

The teleconference dial-in numbers are as follows:

United States - +1 718 247 0888

International - + 44 (0)20 7806 1967

A simultaneous audio web cast will be accessible at www.asm.com.

The teleconference will be available for replay, beginning one hour after completion of the live broadcast, through August 11, 2010.

The replay dial-in numbers are:

United States - +1 347 366 9565

International - + 44 (0)20 7111 1244

Access Code: 9715249#

About ASM International

ASM International N.V., headquartered in Almere, the Netherlands, and its subsidiaries design and manufacture equipment and materials used to produce semiconductor devices. ASM International and its subsidiaries provide production solutions for wafer processing (Front-end segment) as well as assembly and packaging (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International’s common stock trades on NASDAQ (symbol ASMI) and the Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI’s website at www.asm.com.

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: All matters discussed in this statement, except for any historical data, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to, economic conditions and trends in the semiconductor industry generally and the timing of the industry cycles specifically, currency fluctuations, financing and liquidity matters, the success of restructurings, the timing of significant orders, market acceptance of new products, competitive factors, litigation involving intellectual property, shareholder and other issues, commercial and economic disruption due to natural disasters, terrorist activity, armed conflict or political instability, epidemics and other risks indicated in the Company’s filings from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s reports on Form 20-F and Form 6-K. The Company assumes no obligation nor intends to update or revise any forward-looking statements to reflect future developments or circumstances.

12

ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

(thousands, except earnings per share data)							In Euro
	Three months ended June 30,				Six months ended June 30,
	2009		2010		2009		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net sales	119,519		302,416		208,606		521,468
Cost of sales	(106,395	)	(169,032	)	(174,187	)	(295,614	)
Gross profit	13,124		133,384		34,419		225,854
Operating expenses:
Selling, general and administrative	(25,668	)	(31,630	)	(50,873	)	(58,187	)
Research and development	(14,578	)	(18,160	)	(31,147	)	(35,671	)
Amortization of other intangible assets	(180	)	(92	)	(293	)	(178	)
Restructuring expenses	(15,406	)	(3,308	)	(19,542	)	(6,958	)
Total operating expenses	(55,832	)	(53,191	)	(101,855	)	(100,994	)
Earnings (loss) from operations	(42,708	)	80,193		(67,436	)	124,860
Net interest expense	(1,566	)	(3,248	)	(2,973	)	(7,798	)
Loss from early extinguishment of debt	—		—		—		(2,281	)
Accretion of interest convertible	(957	)	(1,399	)	(2,041	)	(3,229	)
Revaluation conversion option	(4,684	)	13,960		(4,082	)	11,383
Foreign currency exchange gains (losses)	323		963		(997	)	(374	)
Earnings (loss) before income taxes	(49,592	)	90,469		(77,529	)	122,561
Income tax benefit (expense)	859		(11,033	)	1,763		(18,470	)
Net earnings (loss)	(48,733	)	79,436		(75,766	)	104,092
Allocation of net earnings (loss)
Shareholders of the parent	(55,727	)	47,526		(79,003	)	51,698
Minority interest	6,994		31,910		3,237		52,394
Net earnings (loss) per share, allocated to the shareholders of the parent:
Basic net earnings (loss)	(1.08	)	0.91		(1.53	)	0.99
Diluted net earnings (loss) (1)	(1.08	)	0.61		(1.53	)	0.76
Weighted average number of shares used in computing per share amounts (in thousands):
Basic	51,609		52,321		51,609		52,047
Diluted (1)	51,609		64,075		51,609		55,024

(1) The calculation of diluted net earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings of the Company. Only instruments that have a dilutive effect on net earnings are included in the calculation. The assumed conversion results in adjustment in the weighted average number of common shares and net earnings due to the related impact on interest expense. The calculation is done for each reporting period individually. For the six month ended June 2010, the effect of a potential conversion of convertible debt into 8,777,063 common shares was anti-dilutive and no adjustments have been reflected in the diluted weighted average number of shares and net earnings per share for this period. The possible increase of common shares caused by employee stock options for the three months ended June 30, 2010 with 254,183 common shares and for the six month ended June 30, 2010 with 312,829 common shares was anti-dilutive and no adjustments have been reflected in the diluted weighted average number of shares and net earnings per share for this period.

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

ASM INTERNATIONAL N.V.

CONSOLIDATED BALANCE SHEETS

(thousands, except share data)			In Euro
	December 31,		June 30,
Assets	2009		2010
			(unaudited)
Cash and cash equivalents	293,902		308,220
Accounts receivable, net	165,754		249,283
Inventories, net	150,645		201,470
Income taxes receivable	43		50
Deferred tax assets	6,893		8,331
Other current assets	31,129		55,803
Total current assets	648,367		823,158
Debt issuance costs	6,978		6,261
Deferred tax assets	8,545		9,576
Other intangible assets	8,936		7,859
Goodwill, net	47,223		54,259
Investments	50		50
Assets held for sale	5,508		6,349
Evaluation tools at customers	11,282		9,956
Property, plant and equipment, net	114,811		152,879
Total Assets	851,700		1,070,347
Liabilities and Shareholders’ Equity
Notes payable to banks	17,008		14,019
Accounts payable	93,117		130,413
Accrued expenses	64,086		77,997
Advance payments from customers	16,371		40,205
Deferred revenue	3,254		1,266
Income taxes payable	17,658		32,921
Current portion of long-term debt	17,337		6,046
Total current liabilities	228,832		302,868
Pension liabilities	5,556		6,835
Deferred tax liabilities	314		299
Long-term debt	16,554		17,119
Convertible subordinated debt	192,350		176,657
Conversion option	22,181		4,971
Total Liabilities	465,787		508,749
Shareholders’ Equity:
Common shares
Authorized 110,000,000 shares, par value €0.04, issued and outstanding 51,745,140 and 52,756,452 shares	2,070		2,110
Financing preferred shares, issued none	—		—
Preferred shares, issued and outstanding none	—		—
Capital in excess of par value	287,768		303,516
Retained earnings	16,145		67,843
Accumulated other comprehensive loss	(64,754	)	(9,961	)
Total Shareholders’ Equity	241,229		363,508
Non-controlling interest	144,684		198,090
Total Equity	385,913		561,598
Total Liabilities and Equity	851,700		1,070,347

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(thousands)							In Euro
	Three months ended June 30,				Six months ended June 30,
	2009		2010		2009		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net earnings (loss)	(48,733	)	79,436		(75,766	)	104,092
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation of property, plant and equipment	8,688		7,495		17,616		14,535
Depreciation evaluation tools	-		669		-		1,182
Amortization of other intangible assets	406		679		951		1,360
Impairment of property, plant and equipment	2,312		-		2,312		-
Impairment of inventories	20,629		-		20,629		-
Addition provision restructuring expenses	10,763		1,102		10,763		1,991
Amortization of debt issuance costs	131		554		266		1,264
Loss resulting from early extinguishment of debt	0		-		0		2,281
Compensation expense employee stock option plan	531		686		1,173		1,339
Compensation expense employee share incentive scheme ASMPT	1,210		3,658		1,637		4,816
Revaluation conversion option	4,684		(13,960	)	4,082		(11,383	)
Additional non-cash interest convertible	957		1,399		2,041		3,229
Income taxes	786		8,549		(10,246	)	11,622
Deferred income taxes	(2,619	)	398		(3,874	)	687
Changes in other assets and liabilities:
Accounts receivable	235		(44,782	)	47,619		(54,069	)
Inventories	(768	)	(3,566	)	7,570		(17,438	)
Other current assets	(5,926	)	(13,222	)	(1,001	)	(20,651	)
Accounts payable and accrued expenses	563		27,810		(25,499	)	32,507
Advance payments from customers	1,253		9,349		1,642		18,766
Deferred revenue	(1,689	)	(378	)	(2,554	)	(2,153	)
Pension liabilities	145		43		154		148
Payments out of restructuring provision	-		(4,690	)	-		(7,116	)
Net cash provided by (used in) operating activities	(6,442	)	61,230		(483	)	87,011
Cash flows from investing activities:
Capital expenditures	(870	)	(19,175	)	(2,606	)	(30,349	)
Purchase of intangible assets	(1,505	)	(176	)	(2,788	)	(252	)
Proceeds from sale of property, plant and equipment	124		15		123		530
Net cash used in investing activities	(2,251	)	(19,336	)	(5,271	)	(30,071	)
Cash flows from financing activities:
Notes payable to banks, net	(1,534	)	(649	)	(1,534	)	(5,086	)
Debt issuance costs paid	-		(180	)	-		(452	)
Repayments of long-term debt and subordinated debt	(1,446	)	(1,607	)	(3,713	)	(38,243	)
Dividend tax paid on withdrawal of treasury shares	(3,399	)	-		(3,399	)	-
Proceeds from issuance of common shares	-		584		-		1,730
Dividend to minority shareholders	(8,969	)	(28,598	)	(8,969	)	(28,598	)
Net cash used in financing activities	(15,348	)	(30,450	)	(17,615	)	(70,648	)
Exchange rate effects	(4,673	)	17,772		(1,136	)	28,025
Net increase (decrease) in cash and cash equivalents	(28,714	)	29,216		(24,506	)	14,317
Cash and cash equivalents at beginning of period	161,485		279,003		157,277		293,902
Cash and cash equivalents at end of period	132,771		308,220		132,771		308,220
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest, net	2,787		4,446		2,950		8,227
Income taxes, net	974		2,086		12,356		6,160
Non cash investing and financing activities:
Subordinated debt converted into 878,202 common shares	-		13,468		-		13,468

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

ASM INTERNATIONAL N.V.

DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION

The Company organizes its activities in two operating segments, Front-end and Back-end.

The Front-end segment manufactures and sells equipment used in wafer processing, encompassing the fabrication steps in which silicon wafers are layered with semiconductor devices. The segment is a product driven organizational unit comprised of manufacturing, service, and sales operations in Europe, the United States, Japan and Southeast Asia.

The Back-end segment manufactures and sells equipment and materials used in assembly and packaging, encompassing the processes in which silicon wafers are separated into individual circuits and subsequently assembled, packaged and tested. The segment is organized in ASM Pacific Technology Ltd., in which the Company holds a majority interest of 52.59% at June 30, 2010, whilst the remaining shares are listed on the Stock Exchange of Hong Kong. The segment's main operations are located in Hong Kong, Singapore, the People’s Republic of China and Malaysia.

(thousands)					In Euro
	Front-end		Back-end		Total
Three months ended June 30, 2009	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	27,626		91,893		119,519
Gross profit	(20,148	)	33,272		13,124
Earnings (loss) from operations	(58,498	)	15,790		(42,708	)
Net interest income (expense)	(1,671	)	105		(1,566	)
Accretion of interest convertible	(957	)	-		(957	)
Revaluation conversion option	(4,684	)	-		(4,684	)
Foreign currency exchange gains (losses)	(96	)	419		323
Income tax benefit (expense)	2,336		(1,477	)	859
Net earnings (loss)	(63,570	)	14,837		(48,733	)
Net earnings (loss) allocated to:
Shareholders of the parent					(55,727	)
Non-controlling interest					6,994
Capital expenditures and purchase of intangible assets	1,691		684		2,375
Depreciation and amortization	3,616		5,478		9,094
Impairment of fixed assets	2,312		-		2,312

Three months ended June 30, 2010	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	66,056		236,360		302,416
Gross profit	26,039		107,346		133,384
Earnings from operations	3,624		76,569		80,193
Net interest income (expense)	(3,357	)	108		(3,248	)
Accretion of interest convertible	(1,399	)	-		(1,399	)
Revaluation conversion option	13,960		-		13,960
Foreign currency exchange gains (losses)	(148	)	1,111		963
Income tax expense	(558	)	(10,475	)	(11,033	)
Net earnings	12,123		67,313		79,436
Net earnings allocated to:
Shareholders of the parent					47,526
Non-controlling interest					31,910
Capital expenditures and purchase of intangible assets	2,512		16,839		19,351
Depreciation and amortization	3,413		5,430		8,843

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

ASM INTERNATIONAL N.V.

DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (2/2)

(thousands, except headcount)					In Euro
	Front-end		Back-end		Total
Six months ended June 30, 2009	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	73,380		135,226		208,606
Gross profit	(8,025	)	42,444		34,419
Earnings (loss) from operations	(76,569	)	9,133		(67,436	)
Net interest income (expense)	(3,188	)	215		(2,973	)
Accretion of interest convertible	(2,041	)	-		(2,041	)
Revaluation conversion option	(4,082	)	-		(4,082	)
Foreign currency exchange losses	(230	)	(767	)	(997	)
Income tax benefit (expense)	3,477		(1,714	)	1,763
Net earnings (loss)	(82,633	)	6,867		(75,766	)
Net earnings (loss) allocated to:
Shareholders of the parent					(79,003	)
Non-controlling interest					3,237
Capital expenditures and purchase of intangible assets	3,304		2,090		5,394
Depreciation and amortization	7,367		11,200		18,567
Impairment of fixed assets	2,312		-		2,312
Cash and cash equivalents	64,039		68,732		132,771
Capitalized goodwill	10,096		37,569		47,665
Other intangible assets	9,283		365		9,648
Other identifiable assets	196,437		259,198		455,635
Total assets	279,855		365,864		645,719
Total debt	142,625		-		142,625
Headcount in full-time equivalents (1)	1,485		9,085		10,570
Six months ended June 30, 2010	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	120,012		401,456		521,468
Gross profit	44,041		181,813		225,854
Earnings (loss) from operations	(1,394	)	126,254		124,860
Net interest income (expense)	(8,009	)	212		(7,798	)
Loss resulting of early extinguishment of debt	(2,281	)	-		(2,281	)
Accretion of interest convertible	(3,229	)	-		(3,229	)
Revaluation conversion option	11,383		-		11,383
Foreign currency exchange losses	(1,861	)	1,487		(374	)
Income tax expense	(1,040	)	(17,429	)	(18,470	)
Net earnings (loss)	(6,431	)	110,523		104,092
Net earnings allocated to:
Shareholders of the parent					51,698
Non-controlling interest					52,394
Capital expenditures and purchase of intangible assets	5,567		25,033		30,600
Depreciation and amortization	6,622		10,456		17,077
Cash and cash equivalents	159,509		148,711		308,220
Capitalized goodwill	11,193		43,066		54,259
Other intangible assets	7,222		637		7,859
Other identifiable assets	230,776		469,233		700,009
Total assets	408,700		661,646		1,070,347
Total debt	218,812		-		218,812
Headcount in full-time equivalents (1)	1,301		12,546		13,847

(1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

ASM INTERNATIONAL N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

ASM International N.V, (“ASMI”) follows accounting principles generally accepted in the United States of America (“US GAAP”). Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of ASMI and its subsidiaries, where ASMI holds a controlling interest. The non-controlling interest of third parties is disclosed separately in the Consolidated Financial Statements. All intercompany profits, transactions and balances have been eliminated in consolidation.

Change in accounting policies

No significant changes in accounting policies incurred during the second quarter of 2010.

ASM INTERNATIONAL N.V.

RECONCILIATION US GAAP—IFRS

Accounting principles under IFRS

ASMI’s primary consolidated financial statements are and will continue to be prepared in accordance with US GAAP. However, ASMI is required under Dutch law to report its Consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”). As a result of the differences between IFRS and US GAAP that are applicable to ASMI, the Consolidated Statement of Operations and Consolidated Balance Sheet reported in accordance with IFRS differ from those reported in accordance with US GAAP. The most significant differences that affect ASMI concern to the capitalization of certain product development costs, goodwill, the accounting of reversal of inventory write downs, option plans, pension plans and preferred shares.

The reconciliation between IFRS and US GAAP is as follows:

	Net earnings				Net earnings
	Three months ended June 30,				Six months ended June 30,
(EUR thousands, except per share data)	2009		2010		2009		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
US GAAP	(48,733	)	79,436		(75,766	)	104,092
Adjustments for IFRS:
Reversal inventory write downs	-		2,706		-		2,706
Development expenses	(3,276	)1	1,884		(855	)	1,222
Debt issuance fees	-		(300	)	-		(300	)
Dividend preferred shares	(1	)	-		(4	)	-
Total adjustments	(3,277	)	4,290		(859	)	3,628
IFRS	(52,010	)	83,726		(76,625	)	107,720
IFRS allocation of net earnings (loss):
Shareholders	(59,004	)	51,816		(79,862	)	55,326
Minority interest	6,994		31,910		3,237		52,394
Net earnings (loss) per share, allocated to the shareholders of the parent;
Basic	(1.14	)	0.99		(1.55	)	1.06
Diluted	(1.14	)	0.66		(1.55	)	0.83
			Total Equity				Total Equity
(euro thousands)					June 30, 2009		June 30, 2010
					(unaudited)		(unaudited)
US GAAP					360,944		561,598
Adjustments for IFRS:
Goodwill					(9,848	)	(11,150	)
Debt issuance fees					-		(1,583	)
Reversal inventory write downs					-		2,728
Development expenses					36,446		30,979
Pension plans					803		391
Preferred shares					(220	)	-
Total adjustments					27,181		21,365
IFRS					388,125		582,963

1) An impairment charge of EUR 7,530 as result of strategic choices was recognized in the second quarter of 2009

Amounts are rounded to the nearest thousand euro; therefore amounts may not equal (sub) totals due to rounding.

EX-99.2

Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ASM PACIFIC TECHNOLOGY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0522)

MAJOR TRANSACTION

ACQUISITION OF THE SEAS BUSINESS

Financial adviser to ASM Pacific Technology Limited

UBS AG, Hong Kong Branch

THE ACQUISITION

The Board is pleased to announce that on 28 July 2010, the Company entered into the Acquisition Agreement with the Seller pursuant to which the Company has conditionally agreed to acquire the SEAS Business by acquiring the shares in the Target Companies.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition are more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company and is therefore subject to the notification, publication and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge of the Directors, no Shareholder has a material interest in the Acquisition Agreement. As no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval can be accepted in lieu of holding a general meeting provided that no qualified opinion is issued by auditors in respect of the financial results of the SEAS Business for the last three financial years, namely the two financial years ended 30 September 2008 and 30 September 2009, and the financial year ending 30 September 2010. However, the audited financial statements for the SEAS Business for the financial year ended 30 September 2009 were qualified because of a lack of comparative financial data for the prior period. The Company is in the process of applying for a waiver from the Stock Exchange to waive the strict compliance of the requirements under Rule 14.86 of the Listing Rules so that written shareholders’ approval can be accepted in lieu

Page 1 of 11

of holding a general meeting. If such waiver is not granted by the Stock Exchange, the Company will convene the EGM. The ultimate controlling Shareholder of the Company, ASM International N.V., which indirectly holds approximately 52.59% of the total issued shares of the Company as at the date of this announcement, has given an irrevocable undertaking to the Seller that it will vote, or cause its subsidiary ASM Pacific Holding B.V. to vote, in favour of all resolutions to approve the Acquisition Agreement and the transactions contemplated thereunder.

DESPATCH OF CIRCULAR

A circular containing, among other things, (i) further details of the Acquisition; and (ii) if necessary, a notice convening the EGM, will be despatched to the Shareholders. As the audited financial results of the SEAS Business for the financial year ending 30 September 2010 have not yet been published as at the date hereof, the Company requires more time for compiling the relevant disclosure in the circular, including but not limited to the accountants’ report on the SEAS Business. The Company expects to despatch the circular in January 2011.

As completion of the Acquisition is subject to the fulfillment of a number of conditions precedent which are detailed in this announcement, the Acquisition may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

THE ACQUISITION

The Board announces that on 28 July 2010, the Company entered into the Acquisition Agreement with the Seller pursuant to which the Company has conditionally agreed to acquire the SEAS Business by acquiring the shares in the Target Companies.

The Acquisition Agreement

Date

28 July 2010

Parties

Purchaser: the Company

Seller: Siemens Aktiengesellschaft

The Seller is an international engineering conglomerate incorporated in Germany and operates a wide variety of businesses in the energy, healthcare and industry sectors in nearly 190 countries.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Seller is a third party independent of the Company and the connected persons of the Company. There were no previous transactions or business relationship between the Company and the Seller and its associates which would require aggregation with the Acquisition under Rule 14.22 of the Listing Rules.

Page 2 of 11

Assets to be acquired

Pursuant to the Acquisition Agreement, the Company has agreed to acquire and the Seller has agreed to sell and transfer, on the terms and subject to the conditions set out in the Acquisition Agreement (i) all of the shares, participation interests and other relevant securities in the Target Companies and (ii) the related shareholders’ loans owed to the Seller or its affiliates by the Target Companies. Detailed information of the Target Companies is included under the section headed “Information on the Target Group” of this announcement.

The Consideration

Pursuant to the Acquisition Agreement, the purchase price payable by the Company as Consideration for the Acquisition shall be an amount of EUR 1.00 (approximately HK$10) (the “Base Price”)

(a) plus the amount of cash set out in the combined financial statements of the Target Group as at the Effective Date;

(b) minus the amount of financial debt set out in the combined financial statements of the Target Group as at the Effective Date;

(c) plus or minus, as the case may be, the amount by which the net working capital set out in the combined financial statements of the Target Group as at the Effective Date exceeds or falls short of the net working capital as at 30 September 2010 based on the audited combined financial statements of the Target Group for the financial year ending 30 September 2010 as well as the underlying accounts; and

(d) plus or minus, as the case may be, the pension adjustment amount at the Effective Date as determined in accordance with the Acquisition Agreement.

The Company shall pay the Base Price to the Seller upon Completion. The remaining portion of the Consideration shall become payable (i) within 35 Business Days after the audited combined financial statements of the Target Group as at the Effective Date have been prepared by the Seller and delivered to the Company, provided that the Company does not dispute such financial statements; or (ii) if the Company notifies the Seller of its disagreement with such financial statements, within 10 Business Days after the Company and Seller agree as to the disputed items or where no such agreement is reached, delivery of a written opinion from an internationally recognized firm of independent public accountants in accordance with the terms of the Acquisition Agreement (the “Second Payment Date”).

If the calculation of the Consideration results in an amount falling short of the Base Price, the Seller shall pay to SEAS KG, a member of the Target Group, such shortfall via a non-recourse and non-refundable cash payment.

The Consideration will be financed by the Company’s internal resources.

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Financial commitment to SEAS KG

Pursuant to the Acquisition Agreement, the Company undertook to (a) pay to SEAS KG an equity amount of EUR 20 million (approximately HK$202 million) by increasing SEAS KG’s registered limited partnership interest and (b) grant SEAS KG a revolving loan facility of up to EUR 20 million (approximately HK$202 million), reduced by the amount (if any) by which the Consideration exceeds the Seller Fund for at least a three year period from Completion. Further, the Company agreed to grant SEAS KG an irrevocable letter of support up to an amount of EUR 120 million (approximately HK$1,215 million) for a period of six years from Completion.

The Seller undertook to make a non-recourse and non-refundable cash payment to SEAS KG in the amount of EUR 29 million (approximately HK$294 million), reduced by the amount (if any) by which the Consideration exceeds the Base Price payable by the Company to the Seller, on the Second Payment Date.

Basis of the Consideration and the financial commitment to SEAS KG

The Consideration and financial commitment to SEAS KG was determined between the Seller and the Company after arm’s length negotiations, taking into account the market position and historical performance of the SEAS Business as well as the business prospects and development potential of the SEAS Business and the synergies it may bring to the Company.

Having considered the above factors, the Board considers that the Consideration and the financial commitment to SEAS KG is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In connection with the Acquisition, UBS rendered its opinion to the Board that, as of 27 July 2010, and based upon and subject to the factors, assumptions, procedures, limitations and qualifications set forth in such opinion, the Consideration and the financial commitment to SEAS KG as described in this announcement, with regards to the Acquisition, is fair, from a financial point of view, to the Company.

UBS’ opinion did not address the relative merits of the Acquisition as compared to other business strategies or transactions that might be available with respect to the Company or the Company’s underlying business decision to effect the Acquisition. UBS’ opinion is not a recommendation to any Shareholder as to how such Shareholder should vote or act with respect to the Acquisition or any form of assurance as to the financial condition of the Target Group. UBS’ opinion is confidential and was provided solely for the information of the Board in connection with the Acquisition and was not provided for the benefit of, and may not be relied upon by, any Shareholder or any other person. UBS acted as financial advisor to the Company in connection with the Acquisition and will receive a fee for its services contingent upon consummation of the Acquisition. UBS also received a fee upon delivery of its opinion.

Conditions precedent

Completion of the Acquisition is conditional upon the fulfillment (or waiver, to the extent permissible under laws) of the following Conditions:

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(a) the required merger control clearances having been obtained or deemed to be obtained;

(b) the Seller having delivered to the Company the Combined Financial Statements;

(c) in the event that (i) the combined order intake of the Target Group shall amount to less than EUR 75 million; (ii) the combined sales volume of the Target Group shall amount to less than EUR 80 million and (iii) the combined net cash flow from operations of the Target Group shall amount to less than a negative value of EUR 50 million, as shown in the management accounts of the Target Companies for a period of six months prior to the Company or the Seller requests in writing not to complete the Acquisition Agreement, neither the Company nor the Seller having requested in writing or by fax within 10 Business Days after the delivery of the Combined Financial Statements not to complete the Acquisition Agreement; and

(d) subsequent to the satisfaction of Condition (b) above, a period of six weeks, or, in the event the Stock Exchange does not clear the required circular on the Acquisition within two weeks after its formal submission, a period of eight weeks shall have expired, unless, (i) pursuant to the applicable Listing Rules, the consummation of the Acquisition does not require the Company to publish a circular on the Acquisition, or to obtain Shareholders’ approval at an EGM, in which case the respective waiver shall fulfill this Condition (d); or (ii) an EGM has been held to approve the Acquisition prior to the expiry of such period, in which case the holding of the EGM shall fulfill this Condition (d).

The Company and the Seller shall have the right to unanimously waive any of the Conditions (b), (c) and (d) above in writing. The Seller shall, until Completion has occurred, be entitled to withdraw from the Acquisition Agreement if not all of the Conditions (a), (b) and (d) above have been fulfilled until the later of (i) the expiration of four months after submission of the Combined Financial Statements, or (ii) 31 May 2011, provided, however, that the Seller shall have complied with certain of its obligations in respect of antitrust clearance and delivery of the Combined Financial Statements in all material respects. In the event of a definitive failure of Condition (c) above to be fulfilled, either the Company or the Seller shall be entitled to withdraw from the Acquisition Agreement. In the event of a withdrawal, neither party shall have any obligation or incur any liability towards each other save for any liability of any party for wilful behaviour and certain provisions of the Acquisition Agreement which shall survive and remain in full force and effect.

Completion

Completion shall take place (i) on the later of (A) 3 January 2011, and (B) the fifth Business Day after all Conditions have been satisfied or waived, provided that the Effective Date is not postponed to 1 April 2011; or (ii) on 1 April 2011 if the Effective Date is postponed to 1 April 2011; or (iii) on such other date as the Company and the Seller may agree upon in writing.

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INFORMATION ON THE TARGET GROUP

The SEAS Business

The Seller is, through its direct and indirect subsidiaries, engaged in, amongst other activities, the development, manufacturing, distribution and servicing of electronics assembly systems and related products. In order to facilitate the Acquisition, the Seller commenced a process in 2008 to carve-out the SEAS Business from the other business operations of the Seller and transfer them to 13 direct and indirect subsidiaries located in 11 countries, being the Target Companies. The Carve-out involved the transfer of all of the business, assets, liabilities, customers and employees that formed part of the SEAS Business activities to the Target Companies. Since 2008, in response to the global market downturn, the SEAS Business underwent a major restructuring programme aimed at downsizing its cost base. The restructuring programme included a number of measures involving the key functions of the business, such as streamlining production, centralisation of research and development, optimisation of supply chain and adaptation of sales and marketing functions to new market environments. As a result of these efforts, the SEAS Business managed to reduce its total headcount from 2,102 as of 30 September 2008 to 1,282 as of 30 September 2009 and 1,213 as of 30 June 2010.

FINANCIAL INFORMATION OF THE TARGET GROUP

Prior to the Carve-out, the SEAS Business was conducted by the Seller on a centrally operated basis by a series of local legal entities (that operated also other businesses of the Seller) and was not required to be reported on as a distinct business under any applicable laws or accounting principles. Accordingly, for the period up to and including the financial year ended 30 September 2008, no financial statements were prepared for the SEAS Business on a standalone basis, and thus there are no audited financial statements for the SEAS Business available for this period.

The following table sets out selected financial and other data of the Target Group for the financial years ended 30 September 2008 and 30 September 2009:

	EUR million				HK$ million7
Year ended 30 September	2008 (unaudited)1		20092		2008 (unaudited)1		20092
Revenue	431.6		190.7		5,078.0		2,004.5
Profit (Loss) before tax	(76.9	)	(142.8	)	(904.8	)	(1,501.0	)
Restructuring expenses	(20.8	)	(56.8	)	(244.8	)	(597.0	)
Profit (Loss) before tax pro-forma for restructuring expenses3	(56.1	)	(86.0	)	(660.0	)	(904.0	)
Profit (Loss) after tax	N/A	4	(151.7	)	N/A	4	(1,594.5	)
Net assets5	N/A	6	56.2		N/A	6	637.8
Number of employees	2,102		1,282

Notes:

1. Based on the management reporting procedures of the Seller which provides only a limited view of the financial position of the Seller’s business units and excludes several key classes of assets and liabilities.

2. Based on the combined audited financial statements of the Target Group for the financial year ended 30 September 2009, prepared in accordance with the international financial reporting standards.

3. Pro-forma profit (loss) before tax calculated by deducting restructuring expenses from the profit (loss) before tax.

4. As there were no legal entities in the SEAS Business during this period, no tax allocation was available.

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5. Net assets figure defined as total assets minus total liabilities.

6. Net assets figure not available for 2008 as this figure was not reported on business unit level in the respective year.

7. Income statement figures for the years ended 30 September 2008 and 30 September 2009 were converted at the average HK$ / EUR exchange rates for the respective periods of HK$ 11.7655 to EUR1.00 (2008) and HK$ 10.5112 to EUR1.00 (2009) respectively. Net assets figures were converted at the HK$ / EUR exchange rate of HK$ 11.3485 to EUR1.00 as of 30 September 2009. The above exchange rates are based on data published by the European Central Bank.

The Directors are of the view that the unaudited and audited financial statements of the Target Group for the financial years ended 30 September 2008 and 2009 reflected the exceptional economic environment over the reporting period and accounted for substantial restructuring expenses related to headcount reductions which were implemented to mitigate the impact of the economic downturn during this period. Accordingly, the Directors are of the view that these financial statements should not serve as an indicator for the current financial performance of the Target Group. The Company will include audited financial statements of the Target Group for the financial year ending 30 September 2010 in the circular to be despatched to the Shareholders in connection with the Acquisition.

Based on due diligence on the Target Group and a review of its recent management accounts, the Directors observe that the improvement in the economic environment over the past few months has had a positive impact on the order intake and revenue development of the Target Group, and that, supported by the reduced cost base resulting from the restructuring programme described above, the profitability of the Target Group has improved markedly.

REASONS AND BENEFITS FOR THE ACQUISITION

The Company is currently principally engaged in the design, manufacture and marketing of machines, tools and materials used in the semiconductor industry.

The Directors consider that the surface mount technology (“SMT”) industry is a natural field of expansion for the Company and an area to achieve significant synergies given it has similar engineering, technical and production process characteristics compared to the semiconductor equipment industry. The Directors are of the view that the SMT industry is in strong cyclical recovery with solid long term growth prospects.

The Target Group is a leading manufacturer of high-tech SMT placement machines. The Directors consider the SEAS Business is an attractive entry point into the SMT industry given its leading position, its advanced R&D and technological capabilities, its experienced management, its brand awareness with customers and its comprehensive global sales footprint.

The Directors expect to realise significant synergies from the transaction by targeting the following measures:

(a) cost savings in material costs of the Target Group. The SEAS Business is currently predominantly relying on higher-cost third-party suppliers based in Europe. The Directors have identified a number of areas where direct material costs of the Target Group may be reduced. In addition, the Directors intend to source more materials from cost efficient Asian suppliers to improve the cost base;

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(b) cost savings and economies of scale from close collaboration in administrative and operational functions;

(c) exploitation of revenue opportunities in the Asian region by drawing on the Company’s deep knowledge and established position in the Asian markets; and

(d) possible synergies in further product development.

The Directors are of the view that the terms of the Acquisition Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios under Rule 14.07 the Listing Rules in respect of the Acquisition are more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company and is therefore subject to the notification, publication and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge of the Directors, no Shareholder has a material interest in the Acquisition Agreement. As no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, pursuant to Rule 14.44 of the Listing Rules, written shareholders’ approval can be accepted in lieu of holding a general meeting provided that no qualified opinion is issued by auditors in respect of the financial results of the SEAS Business for the last three financial years, namely the two financial years ended 30 September 2008 and 30 September 2009, and the financial year ending 30 September 2010. However, the audited financial statements for the SEAS Business for the financial year ended 30 September 2009 were qualified because of a lack of comparative financial data for the prior period. The Company is in the process of applying for a waiver from the Stock Exchange to waive the strict compliance of the requirements under Rule 14.86 of the Listing Rules so that written shareholders’ approval can be accepted in lieu of holding a general meeting. If such waiver is not granted by the Stock Exchange, the Company will convene the EGM. The ultimate controlling Shareholder of the Company, ASM International N.V., through its wholly-owned subsidiary, ASM Pacific Holdings B.V., is interested in 207,427,500 shares in the Company, representing approximately 52.59% of the total issued share capital of the Company as at the date of this announcement and has given an irrevocable undertaking to the Seller that it shall vote, or cause ASM Pacific Holding B.V. to vote, in favour of all resolutions to approve the Acquisition Agreement and the transactions contemplated thereunder.

DESPATCH OF CIRCULAR

A circular containing, among other things, (i) further details of the Acquisition; and (ii) if necessary, a notice convening the EGM, will be despatched to the Shareholders. As the audited financial results of the SEAS Business for the financial year ending 30 September 2010 have not yet been published as at the date hereof, the Company requires more time for compiling the relevant disclosure in the circular, including but not limited to the accountants’ report on the SEAS Business. The Company expects to despatch the circular in January 2011.

As completion of the Acquisition is subject to the fulfillment of a number of conditions precedent which are detailed in this announcement, the Acquisition may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

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All statements, other than statements of historical facts included in this announcement, are or may be forward-looking statements. Forward-looking statements include, but are not limited to, those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These forward-looking statements reflect the Company’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known or unknown risks and uncertainties. Accordingly, actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, successfully integrating the SEAS Business, avoiding problems which may result in the combined company not operating as effectively and efficiently as expected; the possibility that the estimated synergies are not realized, or will not be realized within the expected timeframe; unexpected costs or liabilities; the effect of future regulatory or legislative actions; competition; and other factors. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Company does not undertake any obligation to update publicly or revise any forward-looking statements.

DEFINITIONS

“Acquisition” the possible acquisition of the SEAS Business by the Company from the Seller pursuant to the terms and conditions set out in the Acquisition Agreement

“Acquisition Agreement” the Master Sale and Purchase Agreement entered into between the Company and the Seller on 28 July 2010

“associates” has the meaning as ascribed to it under the Listing Rules

“Base Price” EUR 1.00

“Board” the board of Directors of the Company

“Business Day” shall mean a banking day in Frankfurt am Main (Saturdays excluded)

“Carve-out” the transfer of all of the business, assets, liabilities, customers and employees that formed part of the SEAS Business activities to the Target Companies

“Combined Financial Statements” the combined financial statements of the Target Group for the financial years as required by the Stock Exchange for the circular to be provided to the Shareholders under the applicable Listing Rules, in each case prepared in accordance with International Financial Reporting Standards

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“Company” ASM Pacific Technology Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange (stock code: 0522)

“Completion” the completion of the Acquisition in accordance with the terms of the Acquisition Agreement

“Conditions” the conditions precedent to Completion in accordance with the terms of the Acquisition Agreement

“Consideration” the consideration payable for the Acquisition in accordance with the terms of the Acquisition Agreement

“connected person” has the meaning as ascribed to it under the Listing Rules

“Directors” the directors of the Company

“Effective Date” 1 January 2011, 0:00am unless (i) the Seller delivers to the Company the Combined Financial Statements after 10 January 2011, or fails to comply with its obligations under the Acquisition Agreement in respect of antitrust clearance and delivery of the Combined Financial Statements in all material respects, and (ii) the Company notifies the Seller in writing or by fax not later than 24 January 2011 that the Effective Date shall be postponed to 1 April 2011, in which case 1 April 2011, 0:00am shall be the Effective Date

“EGM” an extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Acquisition Agreement and the transactions contemplated thereunder

“EUR” Euro

“HK$” Hong Kong Dollar, the lawful currency of Hong Kong

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“SEAS Business” the electronics assembly business of the Seller currently operated under the name of “Siemens Electronics Assembly Systems”

“SEAS KG” Siemens Electronics Assembly Systems GmbH & Co. KG, a member of the Target Group

“Second Payment Date” the date when the remaining portion of the Consideration becomes payable according to the Acquisition Agreement

“Seller” Siemens Aktiengesellschaft

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“Seller Fund” a non-recourse and non-refundable cash payment from the Seller to SEAS KG in the amount of EUR 29 million

“Shareholder(s)” the shareholder(s) of the Company

“SMT” surface mount technology

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Companies” the 13 direct and indirect subsidiaries of the Seller currently operating the SEAS Business, namely Siemens Electronics Assembly Systems Management GmbH incorporated in Germany, SEAS KG organized in Germany, Siemens Electronics Assembly Systems Ltd. incorporated in the People’s Republic of China, Siemens Electronics Assembly Systems Ltd. incorporated in England, Siemens Electronics Assembly Systems SAS incorporated in France, Siemens Electronics Assembly Systems GmbH incorporated in Austria, Siemens Electronics Assembly Systems GmbH & Co KG organized in Austria, Siemens Electronics Assembly Systems, LLC incorporated in the United States of America, Siemens Electronics Assembly Systems S. de R.L. de C.V. incorporated in Mexico, Siemens Electronics Assembly Systems Pte. Ltd. incorporated in Singapore, Siemens Electronics Assembly Systems AB incorporated in Sweden, Siemens Electronics Assembly Systems S.r.l. incorporated in Italy and Siemens Sistemas para Montagem de Componentes Eletrônicos Ltda incorporated in Brazil

“Target Group” the group comprising each of the Target Companies

“UBS” UBS AG, Hong Kong Branch

Save as otherwise specified, translations between HK$ and EUR contained in this announcement are calculated at HK$10.1214 to EUR1.00 based on the exchange rate as of 27 July 2010. Such translations should not be taken as representation that the HK$ amount could actually be converted into EUR, or vice versa, at that rate, or at all.

By Order of the Board
	ASM Pacific Technology Limited
	Lee Wai Kwong Director

Hong Kong, 28 July 2010

As at the date of this announcement, the Board comprises Mr. Arthur H. del Prado (Chairman), Mr. Peter Lo Tsan Yin (Vice Chairman), Mr. Lee Wai Kwong and Mr. James Chow Chuen as executive Directors, Mr. Robert Arnold Ruijter and Mr. Charles Dean del Prado as non-executive Directors, and Miss Orasa Livasiri, Mr. Robert Lee Shiu Hung and Mr. John Lok Kam Chong as independent non-executive Directors.

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