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Actionable news in RSTI: Rofin-Sinar Technologies, Inc.,

Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

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UNITED STATES

SCHEDULE 14A

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

On October 28, 2015, SilverArrow Capital Advisors LLP (“SilverArrow Advisors”) for and on its own behalf and on behalf of the other Participants (as defined below) issued a press release to clarify statements made by Rofin-Sinar Technologies Inc. (“Rofin” or the “Company”) in response to SilverArrow Advisors’ announcement that it intends to nominate three directors at the Company’s 2016 annual meeting of stockholders.

The Press Release dated October 28, 2015 reads as follows:

SILVERARROW CAPITAL ADVISORS LLP CLARIFIES STATEMENT MADE BY ROFIN SINAR TECHNOLOGIES INC., AIMING FOR GREATER TRANSPARENCY

LONDON, UNITED KINGDOM, OCTOBER 28, 2015 - SILVERARROW CAPITAL ADVISORS LLP ISSUED THE FOLLOWING OPEN LETTER TO STOCKHOLDERS OF ROFIN-SINAR TECHNOLOGIES INC. (NASDAQ: RSTI, FRANKFURT STOCK EXCHANGE, RSI) ASKING FOR TRANSPARENCY ON REPORTED NUMBERS

Dear Fellow Stockholders,

We, SilverArrow Capital Advisors LLP, one of the largest stockholders of Rofin-Sinar Technologies Inc. (“Rofin” or the “Company”) were disappointed, but not surprised to see the Company’s brief response to our detailed letter to the Company’s stockholders dated October 8, 2015.

In our letter, we highlighted the Company’s declining gross margins as evidence of inefficient operational structure. In particular, we observed that the Company’s gross margins have decreased from 38.7% to 35.1% from 2010 through 2014. In its response, the Company’s management characterized recent financial results as “very strong”, as demonstrated by “increased . . . gross margin to nearly 40%”. However, a review of the Company’s recent quarterly reports suggests that, the improvements mentioned by the Board and management team are mainly based on favorable foreign exchange translation and not the result of operational improvements.

In Rofin’s 2015 quarterly reports, the Company disclosed negative translation effect on sales of $35.6 million and negative effect on gross profit of $5.8 million in the nine-month period ended June 30, 2015. We believe this suggests a positive impact on Cost of Goods Sold (“COGS”) of $29.8 million, which we believe is solely the result of translation effects artificially decreasing Rofin’s COGS and therefore showing a higher gross margin. When viewing Rofin’s gross profit on a constant currency basis, it is clear that the resulting gross margin (for the nine month period ending 30 June 2015) of 35.3% decreased slightly relative to 2014 and is not at the level reported by the company.

Below is a table that reconciles the information provided in the 10-Qs for the 9 Months 2015...


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