Filed by Orbotech Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Orbotech Ltd.
Commission File No.:
000-12790
January 29, 2019
On
January 29, 2019,
KLA-Tencor
Corporation (KLA) announced that KLA and Orbotech Ltd. (Orbotech or the Company) are continuing to work cooperatively with the Chinese
antitrust authority, SAMR, and are finalizing discussions with them, and that KLA and Orbotech expect to receive SAMRs approval this quarter.
Cautionary Statement Regarding 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 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 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 receipt of SAMR approval and 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 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 faces include those detailed in KLAs filings with the SEC, including KLAs
annual report on Form
10-K
for the year ended June 30, 2018 and subsequent SEC filings. 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 communication is provided in respect of a proposed business combination involving KLA 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,
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 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