MILPITAS, Calif. and YAVNE,
Israel, Feb. 17, 2019 /PRNewswire/ -- KLA-Tencor
Corporation (NASDAQ: KLAC) and Orbotech Ltd. (NASDAQ:
ORBK) today announced that following a series of cooperative
discussions, the State Administration for Market Regulation of
the People's Republic of China
(SAMR) provided antitrust clearance for the proposed merger
involving KLA and Orbotech Ltd., as provided in the SAMR's
clearance decision dated Feb. 13,
2019. KLA and Orbotech expect to close the merger on
Feb. 20, 2019.
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About KLA:
KLA develops industry-leading
equipment and services that enable innovation throughout the
electronics industry. We provide advanced process control and
process-enabling solutions for manufacturing wafers and reticles,
integrated circuits, packaging, printed circuit boards and flat
panel displays. In close collaboration with leading customers
across the globe, our expert teams of physicists, engineers, data
scientists and problem-solvers design solutions that move the world
forward. Additional information may be found at www.kla.com
(KLAC-F).
About Orbotech:
Orbotech Ltd. is a leading global supplier of yield-enhancing
and process-enabling solutions for the manufacture of electronics
products. Orbotech Ltd. provides cutting-edge solutions for use in
the manufacture of printed circuit boards (PCBs), flat panel
displays (FPDs), and semiconductor devices (SDs), designed to
enable the production of innovative, next-generation electronic
products and improve the cost effectiveness of existing and future
electronics production processes. Additional information may be
found at www.orbotech.com (ORBK.F).
Forward-Looking Statements:
Statements in this press
release other than historical facts, such as statements regarding
the expected timing of the closing of the Merger are
forward-looking statements, subject to the Safe Harbor provisions
created by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on current information
and expectations, and involve a number of risks and uncertainties.
Actual results may differ materially from those projected in such
statements due to various factors, including the satisfaction or
waiver of the remaining conditions to closing of the Merger that
are to be satisfied or waived on the date of the closing and other
risks and uncertainties including those set forth in our reports on
Forms 10-K, 10-Q and 8-K and those included in our registration
statement on Form S-4 filed with the Securities and Exchange
Commission (SEC) on May 16, 2018, as
amended.
Additional Information and Where to Find It:
This press release is provided in respect of a proposed business
combination involving KLA and Orbotech Ltd. ("Orbotech"). This
press release does not constitute an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or
a solicitation of any vote or approval nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which
such offer, solicitation, sale, issuance or transfer would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed transaction
was submitted to the shareholders of Orbotech for their
consideration through the proxy statement/prospectus described
below. On May 16, 2018, KLA filed
with the SEC a Registration Statement on Form S-4 (the
"Registration Statement") that included a preliminary proxy
statement/prospectus with respect to Orbotech in connection with
the merger of an indirect subsidiary of KLA with and into Orbotech,
with Orbotech surviving, and with respect to KLA's common stock to
be issued in the proposed transaction. The Registration Statement
was amended and declared effective on June
7, 2018, a copy of the final proxy statement/prospectus
contained therein was first made available to Orbotech shareholders
on June 7, 2018 and was mailed to
Orbotech shareholders on or about June 15,
2018 and the Extraordinary General Meeting of shareholders
of Orbotech was held on July 12,
2018. On Jan. 31, 2019, KLA
filed with the SEC a post-effective amendment to the Registration
Statement to register additional shares of KLA's common stock to be
issued in the proposed transaction. KLA and Orbotech may also file
other documents with the SEC regarding the proposed
transaction.
This press release is not a substitute for any prospectus,
proxy statement or any other document that KLA or Orbotech has or
may file with the SEC in connection with the proposed transaction.
Investors and security holders of KLA and Orbotech are urged to
read the proxy statement/prospectus and any other relevant
documents that will be filed with the SEC carefully and in their
entirety when they become available because they will contain
important information about the proposed transaction.
You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC's website
(https://www.sec.gov/). In addition, investors and security holders
will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by KLA
on KLA's Investor Relations page (http://ir.kla-tencor.com) or by
writing to KLA, Investor Relations, 1 Technology Drive,
Milpitas, CA 95035 (for documents
filed with the SEC by KLA), or by Orbotech on Orbotech's Investor
Relations page (https://investors.orbotech.com/) or by writing to
Orbotech Ltd., Investor Relations, 7 Sanhedrin Boulevard, North
Industrial Zone, Yavne 8110101 Israel (for documents filed with the
SEC by Orbotech).
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SOURCE KLA-Tencor Corporation