Information Contained in this Report on Form
6-K
On February 17, 2019,
KLA-Tencor
Corporation (KLA) and Orbotech Ltd.
(Orbotech or the Company) announced that following a series of cooperative discussions, the State Administration for Market Regulation of the Peoples Republic of China (SAMR) provided antitrust clearance for
the proposed merger involving KLA and Orbotech, subject to the commitments imposed on the parties by the SAMR, as provided in the SAMRs clearance decision dated February 13, 2019. The acquisition remains subject to customary closing
conditions, and KLA and Orbotech expect to close the merger on February 20, 2019.
On February 17, 2019, KLA and the Company
issued a joint press release announcing the receipt of antitrust clearance from the SAMR, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
* * * * *
This report on
Form
6-K
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 (the SEC).
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 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 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. 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.