Cautionary Statement Regarding Forward-Looking Statements
This document 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; 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 SEC, including
KLA-Tencors
annual report on
Form
10-K
for the year ended June 30, 2018. Other risks that Orbotech faces include those detailed in Orbotechs filings with the SEC, including Orbotechs annual report on Form
20-F
for the year ended December 31, 2017 and subsequent SEC filings. The Company is subject to the foregoing and other risks detailed in those reports. The Company assumes no obligation to update the
information in this report to reflect new information, future events or otherwise, except as required by law.
Additional Information and Where to Find
It
This document 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 was 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 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, 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 and the Extraordinary General Meeting of shareholders of Orbotech was held on July 12, 2018.
KLA-Tencor
and Orbotech also plan to file other documents with the SEC regarding the
proposed transaction.