with the merger consideration in Israel; the plans, strategies and objectives of management for future operations; product development, product extensions, product integration, complementary
product offerings and growth opportunities in certain business areas; the potential future financial impact of the transaction; and any assumptions underlying any of the foregoing. Actual results may differ materially from those referred to in the
forward-looking statements due to a number of important factors, including but not limited to the possibility that expected benefits of the transaction may not materialize as expected; that the transaction may not be timely completed, if at all; or
that
KLA-Tencor
may not be able to successfully integrate the solutions and employees of the two companies or ensure the continued performance or growth of Orbotechs products or solutions.
In addition, other risks that
KLA-Tencor
faces include those detailed in
KLA-Tencors
filings with the SEC, including
KLA-Tencors
annual report on Form
10-K
for the year ended June 30,
2018 and subsequent SEC filings. Other risks that Orbotech faces include those detailed in Orbotechs filings with the SEC, including Orbotechs annual report on Form
20-F
for the year ended
December 31, 2017 and subsequent SEC filings. The Company is subject to the foregoing and other risks detailed in those reports. The Company assumes no obligation to update the information in this report to reflect new information, future
events or otherwise, except as required by law.
Additional Information and Where to Find It
This press release is provided in respect of a proposed business combination involving
KLA-Tencor
and Orbotech. This
report 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-Tencor
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-Tencor
with and into Orbotech,
with Orbotech surviving, and with respect to
KLA-Tencors
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.
KLA-Tencor
and Orbotech also plan to 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-Tencor
or
Orbotech has or may file with the SEC in connection with the proposed transaction. Investors and security holders of
KLA-Tencor
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 SECs website (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-Tencor
on
KLA-Tencors
Investor Relations page
(http://ir.kla-tencor.com)
or by writing to
KLA-Tencor
Corporation, Investor Relations,
1 Technology Drive, Milpitas, CA 95035 (for documents filed with the SEC by
KLA-Tencor),
or by Orbotech on Orbotechs Investor Relations page (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).
Orbotech
Company Contacts:
Rami Rozen
VP of Investor Relations
Tel:
+972-8-942-3582
Investor.relations@orbotech.com
Tally Kaplan Porat
Director of Corporate Marketing
Tel:
+972-8-942-3603
Tally-Ka@orbotech.com