Cautionary Statement Regarding Forward-Looking Statements
Except for historical information, the matters discussed in this report are forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words “anticipate,” “believe,”
“could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been used in this press release to identify forward-looking statements. These
forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s operations and business environment,
including the expected benefits, synergies and costs of Orbotech’s acquisition of the outstanding ownership interests in Frontline, the previously announced acquisition of Orbotech by
KLA-Tencor,
the
manner in which the parties plan to effect the transaction, including the share repurchase program being contemplated by
KLA-Tencor,
KLA-Tencor’s
ability to raise
additional capital necessary to complete the repurchase program within the time frame expected, the expected benefits, synergies and costs of the acquisition of Orbotech by
KLA-Tencor,
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 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 foregoing
items as well as 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 Orbotech’s products or solutions, the risk that Orbotech may not achieve its revenue expectations within and for 2018
(including, without limitation, due to shifting
move-in
dates), cyclicality in the industries in which the Orbotech operates, Orbotech’s supply chain management and production capacity, order cancelation
(often without penalty), timing and occurrence of product acceptance (Orbotech defines ‘bookings’ and ‘backlog’ as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings
and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix within and among divisions, which may be amplified by cyclicality and
overall investment in electronics manufacturing facilities, worldwide economic conditions generally, especially in the industries in which Orbotech operates, the timing and strength of product and service offerings by Orbotech and its competitors,
changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate, including as a result of the United Kingdom’s prospective withdrawal from the European Union (known
as “Brexit”) and political uncertainty in the United States, or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis, the level of
consumer demand for sophisticated devices such as smart mobile devices, automotive electronics, flexible applications and devices, augmented reality/virtual reality and wearable devices, high-performance computing, liquid crystal display and organic
light emitting diode screens and other sophisticated devices, Orbotech’s global operations and its ability to comply with varying legal, regulatory, exchange, tax and customs regimes, the timing and outcome of tax audits, including the best
judgment tax assessment issued by the Israel Tax Authority with respect to the audit of tax years 2012-2014 in Israel and the related criminal investigation, Orbotech’s ability to achieve strategic initiatives, including related to its
acquisition strategy, Orbotech’s debt and corporate financing activities; impact of the favorable resolution of the litigation in Korea and the timing, final outcome and impact of the criminal investigation in Korea, including any impact on
existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including Orbotech’s customers, which may result in monetary judgments or settlements, expenses
associated with the Korean matter, and ongoing or increased hostilities in Israel and the surrounding areas.
The foregoing information
should be read in connection with Orbotech’s Annual Report on Form
20-F
for the year ended December 31, 2017, and subsequent filings with the Securities and Exchange Commission. Orbotech 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.