Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 19 2018 - 4:38PM
Edgar (US Regulatory)
Filed by Orbotech Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Orbotech Ltd.
Commission File No.:
000-12790
June 19, 2018
On
June 18, 2018, the Japan Fair Trade Commission provided antitrust clearance for the proposed merger involving
KLA-Tencor
Corporation
(KLA-Tencor)
and
Orbotech Ltd. (Orbotech).
Additional Information and Where to Find It
This report is provided 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 through the proxy statement/prospectus described below. On May 16, 2018,
KLA-Tencor
filed with the Securities and Exchange Commission (the SEC) a Registration
Statement on Form
S-4
(the Registration Statement) that included a preliminary proxy statement/prospectus with respect to Orbotech in connection with the merger of an indirect subsidiary of
KLA-Tencor
with and into Orbotech, with Orbotech surviving, and with respect to
KLA-Tencors
common stock to be issued in the proposed transaction. The Registration
Statement was amended and declared effective on June 7, 2018, and a copy of the final proxy statement/prospectus contained therein was first made available to Orbotech shareholders on June 7, 2018 and was mailed to Orbotech shareholders on
or about June 15, 2018.
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 has or 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 and other documents filed with the SEC by
KLA-Tencor
on
KLA-Tencors
Investor Relations page
(http://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).
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