Information Contained in this Report on Form
6-K
On February 20, 2019,
KLA-Tencor
Corporation (KLA) completed the acquisition
of Orbotech Ltd. (Orbotech or the Company) pursuant to the Agreement and Plan of Merger dated as of March 18, 2018, as amended (the Merger Agreement), among KLA, Tiburon Merger Sub Technologies Ltd.
(Merger Sub) and Orbotech. Pursuant to the Merger Agreement, Merger Sub merged with and into Orbotech (the Merger), with Orbotech surviving as a wholly owned subsidiary of KLA. Under the terms of the Merger Agreement,
Orbotech shareholders received $38.86 in cash and .25 of a share of KLA common stock, for a total consideration of $65.93 per Orbotech ordinary share NIS 0.14 nominal (par) value (an Orbotech ordinary share) (based on a closing price of
$108.26 per share of KLA common stock on February 19, 2019) (the Merger Consideration). The Merger became effective on February 20, 2019.
On February 20, 2019, KLA issued a press release announcing the closing of its acquisition of Orbotech, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the consummation of the Merger, Orbotech notified the
NASDAQ Global Select Market (NASDAQ) that each outstanding Orbotech ordinary share was converted pursuant to the Merger into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement.
Orbotech requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the SEC) with respect to the delisting of the Orbotech ordinary shares. Orbotech expects to terminate the
registration of Orbotech ordinary shares under the Securities Exchange Act of 1934, as amended, and cease to report to the SEC, approximately 10 days following the filing of the Form 25.
* * * * *
This report on
Form
6-K
is incorporated by reference into the Registration Statements on Form
S-8
(Registration
No. 33-25782,
Registration
No. 33-78196,
Registration
No. 333-05440,
Registration
No. 333-06542,
Registration
No. 333-08404,
Registration
No. 333-09342,
Registration
No. 333-11124,
Registration
No. 333-12692,
Registration
No. 333-127979,
Registration
No. 333-154394,
Registration
No. 333-169146,
and Registration
No. 333-207878)
of Orbotech Ltd. previously filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created
therein. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results of the proposed transaction and are based on certain key assumptions. Due to such uncertainties and risks, no assurances
can be given that such expectations will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The forward-looking statements contained herein
include, but are not limited to, the manner in which the parties plan to effect the transaction, including the share repurchase program; the ability of KLA to raise additional capital necessary to complete the repurchase program within the time
frame expected; the expected benefits, synergies and costs of the transaction; management plans relating to the transaction; 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; or that KLA 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.