MILPITAS, Calif., Feb. 20, 2019 /PRNewswire/ -- KLA-Tencor
Corporation (NASDAQ: KLAC) today announced the completion of
the acquisition of Orbotech Ltd. (NASDAQ: ORBK).
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"We are very pleased to have completed the acquisition of
Orbotech," said Rick Wallace,
president and CEO of KLA. "This new combination extends KLA's
market reach within the electronics value chain, opens new
high-growth markets for the company, and brings complementary
technologies, products and services to our portfolio." Mr. Wallace
continued, "We welcome the talent and experience that Orbotech
employees bring to the KLA team. Working together, we will continue
to grow and invest in our future as we drive innovation and
results, and meet the changing needs of our customers and the
marketplace."
Under the terms of the agreement, Orbotech shareholders received
$38.86 per share in cash, and 0.25 of
a share of KLA common stock in exchange for each ordinary share of
Orbotech, for a total consideration of $65.93 per share, based on the $108.26 closing sale price of KLA common stock on
the Nasdaq Global Select Market on Feb. 19,
2019. The transaction is expected to be immediately
accretive to KLA's revenue growth model, non-GAAP
earnings and free cash flow per share.
KLA will fund the cash portion of the purchase price with
cash from the combined company's balance sheet, and from borrowings
from KLA's existing revolving credit facility. As previously
announced, in conjunction with this acquisition, the board of
directors has authorized an additional $1
billion share repurchase program. KLA intends to raise
approximately $1 billion in new long-term public debt to
reduce other debt, to repurchase shares, and for general corporate
purposes.
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).
Forward Looking Statements:
Statements in this press
release other than historical facts, such as statements regarding
the accretive nature of the acquisition to KLA's growth model,
non-GAAP earnings and free cash flow per share, the raising of
additional debt, and the use of proceeds from such additional
debt 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
market conditions when KLA seeks to raise additional debt, cash
needs when such additional debt is raised 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 on
May 16, 2018, as amended.
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SOURCE KLA-Tencor Corporation