TOKYO, Japan, and SANTA CLARA, Calif., USA,
February 24, 2014 - Applied Materials, Inc. (NASDAQ: AMAT) and
Tokyo Electron Limited (TSE: 8035) today stated they have received
notice from the Committee on Foreign Investment in the United
States (CFIUS) that there are no unresolved national security
issues relating to the companies' proposed business combination
announced on September 24, 2013. The clearance by CFIUS was without
conditions and terminates CFIUS review of the transaction.
The closing of the business combination remains
subject to customary conditions set forth in the parties' Business
Combination Agreement dated September 24, 2013, as amended February
14, 2014, including approval by shareholders of Applied Materials
and Tokyo Electron and review by regulators in various
countries. More information about the announced combination
can be found at www.newglobalinnovator.com.
No Offer or
Solicitation
This announcement is for informational purposes only and is neither
an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the proposed transactions or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and applicable regulations in
the Netherlands and Japan.
Additional Information and
Where to Find It
TEL-Applied Holdings B.V., a Dutch private limited liability
corporation ("Holdco"), has filed with the SEC a registration
statement on Form S-4 (the "Registration Statement"), which
includes a preliminary prospectus with respect to HoldCo's ordinary
shares to be issued in the proposed business combination between
Applied Materials and Tokyo Electron (the "Business Combination")
and a preliminary proxy statement of Applied Materials in
connection with the Business Combination. Applied Materials
and Tokyo Electron plan to provide to their respective stockholders
or shareholders, as applicable, the definitive prospectus with
respect to HoldCo's ordinary shares to be issued in the Business
Combination and, with respect to Applied Materials stockholders,
the definitive proxy statement of Applied Materials in connection
with the Business Combination. SECURITY HOLDERS ARE URGED AND
ADVISED TO READ THE DEFINITIVE PROSPECTUS AND DEFINITIVE PROXY
STATEMENT CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT APPLIED MATERIALS,
TOKYO ELECTRON, HOLDCO, THE BUSINESS COMBINATION AND RELATED
MATTERS. Investors and security holders may obtain free copies
of the Registration Statement, the definitive prospectus and the
definitive proxy statement (when they become available) and other
relevant materials and any other documents filed by Applied
Materials, HoldCo or Tokyo Electron with the SEC free of charge at
the SEC's web site at www.sec.gov. In addition, security
holders may obtain free copies of the Registration Statement and
other documents filed with the SEC from Applied Materials or Tokyo
Electron by contacting either (1) Investor Relations by mail
at Applied Materials, Inc., 3050 Bowers Avenue M/S 1261, P.O. Box
58039, Santa Clara, CA 95054-3299, Attn: Investor Relations
Department, by telephone at 408-748-5227, or by going to Applied
Materials' Investor Relations page on its corporate web site at
www.appliedmaterials.com or (2) for media inquiries: Tokyo
Electron's Public Relations Group, by mail at Tokyo Electron
Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo
107-6325, by telephone at +81-3-5561-7004, or by email at
telpr@tel.com; and for analyst inquiries: Tokyo Electron's Investor
Relations Group, by mail at Tokyo Electron Limited, Akasaka Biz
Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by telephone
at +81-3-5561-7004, or by email at telpr@tel.com, or by going to
Tokyo Electron's Investor Relations page on its corporate web site
at www.tel.co.jp.
Participants in the
Solicitation
Applied Materials, Tokyo Electron, HoldCo and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Applied Materials' stockholders
in connection with the proposed Business Combination. Information
about Applied Materials' directors and executive officers is set
forth in Applied Materials' Proxy Statement on Schedule 14A for its
2014 Annual Meeting of Stockholders, which was filed with the SEC
on January 21, 2014, and its Annual Report on Form 10-K for
the fiscal year ended October 27, 2013, which was filed with
the SEC on December 4, 2013. These documents are
available free of charge at the SEC's web site at www.sec.gov, and
from Applied Materials by contacting Investor Relations by mail at
Applied Materials, Inc., 3050 Bowers Avenue M/S 1261, P.O. Box
58039, Santa Clara, CA 95054-3299, Attn: Investor Relations
Department, or by going to Applied Materials' Investor Relations
page on its corporate web site at
www.appliedmaterials.com. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed Business Combination is included in
the Registration Statement and will be contained in the definitive
proxy statement and other relevant materials to be filed with the
SEC when they become available.
About Applied
Materials
Applied Materials, Inc. (Nasdaq: AMAT) is the global leader in
providing innovative equipment, services and software to enable the
manufacture of advanced semiconductor, flat panel display and solar
photovoltaic products. Our technologies help make innovations like
smartphones, flat screen TVs and solar panels more affordable and
accessible to consumers and businesses around the world. Learn more
at www.appliedmaterials.com.
About Tokyo
Electron
Tokyo Electron Limited (TSE: 8035), established in 1963, is a
global supplier of semiconductor and flat panel display production
equipment, and a provider of technical support and services for
semiconductor, flat panel display and photovoltaic panel production
equipment worldwide. TEL has located research & development,
manufacturing, sales, and service locations all over the world.
http://www.tel.com
# # #
Contact
Information:
Editorial/Media Contacts
Kevin Winston, Applied Materials Corporate Communications
(408) 235-4498
kevin_winston@amat.com
Tokyo Electron Limited
Public Relations Group
telpr@tel.com
Investor Relations Contacts
Michael Sullivan, Applied Materials Investor Relations
(408) 986-7977
michael_sullivan@amat.com
Tokyo Electron Limited
Investor Relations Dept.
telir@tel.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Applied Materials via Globenewswire
HUG#1763920
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