UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2014
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-06920
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94-1655526
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3050 Bowers Avenue
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P.O. Box 58039 Santa Clara, CA
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95052-8039
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (408) 727-5555
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On February 24, 2014, Applied Materials, Inc. (Applied) issued a press release regarding receipt of notice from the Committee on Foreign
Investment in the United States (CFIUS) stating that there are no unresolved national security issues relating to the proposed business combination between Applied and Tokyo Electron Limited announced on September 24, 2013. The
clearance by CFIUS was without conditions and terminates CFIUS review of the transaction. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 HoldCos 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 HoldCos 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 SECs 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
Electrons 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
Electrons 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 Electrons
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 SECs 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.
Item 9.01 Financial Statements and Exhibits.
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99.1
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Press release issued by Applied Materials, Inc. and Tokyo Electron Limited dated February 24, 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Applied Materials, Inc.
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Date: February 24, 2014
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By:
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/s/ Thomas F. Larkins
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Thomas F. Larkins
Senior Vice President,
General Counsel and Corporate Secretary
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Exhibit 99.1
NEWS RELEASE
Applied Materials and Tokyo Electron Receive CFIUS Clearance for Proposed Combination
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 HoldCos 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 HoldCos 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 SECs 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
Electrons 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
Electrons 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 Electrons
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 SECs 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
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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
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