Forward-Looking Statements
This communication 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 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 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 expected timing of the completion of the transaction; the parties ability to complete the transaction considering the various closing
conditions, including conditions related to regulatory and Orbotech shareholder approvals; 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;
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 Securities and Exchange Commission, including
KLA-Tencors
annual report on Form
10-K
for the year ended June 30, 2017 and quarterly report on Form
10-Q
for the
quarter ended December 31, 2017. Other risks that Orbotech faces include those detailed in Orbotechs filings with the Securities and Exchange Commission, including Orbotechs annual report on Form
20-F
for the year ended December 31, 2017.
Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination involving
KLA-Tencor
and Orbotech. This communication 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 or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will
be submitted to the shareholders of Orbotech for their consideration.
KLA-Tencor
intends to file with the SEC a Registration Statement on Form
S-4
that will include a
preliminary prospectus with respect to
KLA-Tencors
common stock to be issued in the proposed transaction and a proxy statement of Orbotech in connection with the merger of an indirect subsidiary of
KLA-Tencor
with and into Orbotech, with Orbotech surviving. The information in the preliminary proxy statement/prospectus is not complete and may be changed.
KLA-Tencor
may
not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form
S-4
becomes effective. The proxy statement/prospectus will be provided to the Orbotech
shareholders.
KLA-Tencor
and Orbotech also plan to file other documents with the SEC regarding the proposed transaction.
This communication is not a substitute for any prospectus, proxy statement or any other document that
KLA-Tencor
or Orbotech 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 (when they become available) and other
documents filed with the SEC by
KLA-Tencor
on
KLA-Tencors
Investor Relations page
(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).
|