UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
under the Securities Exchange Act of 1934
For the month of
May 2018
Commission File Number
000-12790
ORBOTECH LTD.
(Translation of Registrants name into English)
7 SANHEDRIN
BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, ISRAEL
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
Information Contained in this Report on Form
6-K
Amendment to Merger Agreement
On May 11, 2018,
KLA-Tencor
Corporation
(
KLA-Tencor
), Orbotech Ltd. (
Orbotech
) and Tiburon Merger Sub Technologies Ltd. (
Merger Sub
) entered into Amendment No. 1 (the
Amendment
) to the Agreement and Plan of Merger dated as of March 18, 2018 (the
Merger Agreement
). The Amendment: (i) clarified that the Excluded Shares (as defined below) would remain outstanding
through the effective time of the merger, (ii) provided that Merger Sub (and, as a result of the merger, the surviving company) may be a wholly owned direct or indirect subsidiary of
KLA-Tencor,
and
(iii) contained an acknowledgment that the confirmation received from the Israeli Investment Center of the Israeli Ministry of Economy (the
Investment Center
) that the approval of the Investment Center is not required with
respect to the change in ownership of the Company to be effected by the merger was sufficient to satisfy a closing condition in the Merger Agreement relating to Investment Center approval, unless such confirmation is revoked withdrawn, or amended by
the Investment Center prior to the closing of the merger. In the Amendment, Excluded Shares include Orbotech ordinary shares held in the treasury of Orbotech, reserved for future grants under Orbotechs employee and director equity
compensation plans, owned on behalf of Orbotech by the trustee appointed by Orbotech from time to time in accordance with the provisions of the Israeli Income Tax Ordinance [New Version], 1961 or held by
KLA-Tencor
or any direct or indirect wholly-owned subsidiary of Orbotech or
KLA-Tencor.
The foregoing description of the Amendment does not purport to be complete and its qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The Amendment has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide
any factual information about
KLA-Tencor,
Orbotech or Merger Sub.
Antitrust Clearance in Germany
On May 9, 2018, the German Federal Cartel Office provided antitrust clearance for the proposed merger with
KLA-Tencor.
This report on Form
6-K,
including the
exhibit attached hereto, is filed with the SEC and 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 Securities and Exchange Commission.
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-Tencor
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, including with respect to Orbotechs ownership interest in Frontline P.C.B.
Solutions Limited Partnership; 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; or
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 reports on Form
10-Q
for the quarters ended December 31, 2017 and March 31, 2017, respectively. 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 report
is being made in respect of a proposed business combination involving
KLA-Tencor
and Orbotech. This report 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, sale, issuance or transfer 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
filed with the SEC 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 report 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).
EXHIBITS
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Exhibit
#
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Description
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99.1
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Amendment No. 1 to Agreement and Plan of Merger, dated as of May 11, 2018, by and among
KLA-Tencor
Corporation, Tiburon Merger Sub Technologies Ltd., and Orbotech Ltd.
|
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, thereunto duly authorized.
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ORBOTECH LTD.
(Registrant)
|
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By:
|
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/s/ Alon Rozner
|
|
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Alon Rozner
|
|
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Corporate Vice President and
Chief Financial
Officer
|
Date: May 11, 2018
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