Investor Group Criticizes Rofin, Plans to Nominate Directors

Rofin-Sinar Technologies Inc. is downplaying criticisms from an investor group that claims the industrial laser manufacturer is mismanaged.

With the aim of improving Rofin's operations and increasing profitability, SilverArrow Capital Advisors LLP of London said it plans to nominate three new independent directors at a stockholders' meeting next year. Rofin's board of directors has seven members.

SilverArrow issued an open letter Oct. 8 that described in detail a number of problems it said the company has displayed over the last five years.

In a response the following day, Rofin did not address the group's criticisms specifically but said its latest financial results showed that the business is growing.

"We remain confident that our existing growth strategy will continue to deliver attractive value to all shareholders," the company said. "We also welcome input from all shareholders towards our common goal of enhancing shareholder value."

Rofin reported net income of $11.6 million, or 41 cents per diluted share, in the third quarter of fiscal 2015 — a 77 percent increase over the same period the previous year. Rofin also highlighted sequential sales growth in fiber and ultrashort-pulse lasers.

SilverArrow holds more than 9 percent of Rofin's stock.

Its open letter was signed by SilverArrow senior advisory board member Robert Schimanko and CEO Thomas Limberger, a former chief executive for OC Oerlikon AG, Von Roll Holding AG and General Electric in Germany, Austria and Switzerland. The letter calls Limberger "the right person to oversee the achievement of [Rofin's] full potential."

"While we believe that the company has great potential in a growing market, it is apparent to us that the company's current board of directors and management team have not made the proper strategic and operational decisions to unlock value for all stockholders," SilverArrow said in its letter.

The group took particular issue with Thomas Merk, who was appointed in July to succeed Günther Braun as CEO. Merk previously was chief operating officer of Rofin's Laser Micro Group and its laser marking business, as well as a managing director of Rofin-Baasel Lasertech GmbH & Co. KG.

"In our view, many of Rofin's numerous failings are operational in nature, and appointing the former officer partially responsible for these issues not only reflects poor judgment by the board but will also compound the company's problems in the long run," SilverArrow wrote.

Among other criticisms, SilverArrow said Rofin had focused sales efforts on Europe even though Asia represents a larger, growing market. It also criticized Rofin for emphasizing CO₂ and solid-state lasers over fiber lasers, which SilverArrow said have greater growth potential.

Targeting industrial materials processing applications, Rofin-Sinar Technologies develops CO₂, fiber, solid-state and diode lasers systems with output powers from single watts to multiple kilowatts, and a range of pulse durations and wavelengths. The company has headquarters in Plymouth as well as Hamburg, Germany, and maintains production facilities in the U.S., Germany, U.K., Sweden, Finland, Switzerland, Singapore and China.