YAVNE, Israel, October 10, 2018 /PRNewswire/ -- Orbotech
Ltd. (NASDAQ: ORBK), a leading global supplier of yield-enhancing
and process-enabling solutions for the manufacture of electronics
products, announced today that it has received, in connection with
the pending merger transaction between Orbotech and KLA-Tencor
Corporation ("KLA-Tencor"), a ruling from the Israeli Tax
Authority (the "ITA") relating to the tax treatment of
Orbotech options, restricted share units and shares issued to
certain directors, employees and others.
Orbotech has also applied for a ruling from the ITA in
connection with a tax exemption on payments arising from the merger
that will be made to non-Israeli resident Orbotech shareholders as
well as a deferral of the obligation of Israeli tax resident
Orbotech shareholders to pay Israeli tax on the exchange of
Orbotech shares for KLA-Tencor common stock. If and when received,
Orbotech will issue a press release and submit a Form 6-K or other
document to the Securities and Exchange Commission (the
"SEC") disclosing details of that ruling.
For further information on the equity awards tax ruling issued
by the ITA, please refer to the Company's Report on Form 6-K dated
10 October 2018, SEC file number
000-12790.
About Orbotech Ltd.
Orbotech Ltd. is a leading global
supplier of yield-enhancing and process-enabling solutions for the
manufacture of electronics products. Orbotech provides cutting-edge
solutions for use in the manufacture of printed circuit boards
(PCBs), flat panel displays (FPDs), and semiconductor devices
(SDs), designed to enable the production of innovative,
next-generation electronic products and improve the cost
effectiveness of existing and future electronics production
processes. Orbotech's core business lies in enabling electronic
device manufacturers to inspect and understand PCBs and FPDs and to
verify their quality ('reading'); pattern the desired electronic
circuitry on the relevant substrate and perform three-dimensional
shaping of metalized circuits on multiple surfaces ('writing'); and
utilize advanced vacuum deposition and etching processes in SD and
semiconductor manufacturing ('connecting'). Orbotech refers to this
'reading', 'writing' and 'connecting' as enabling the 'Language of
Electronics'. For more information, visit www.orbotech.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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
Orbotech's products or solutions.
In addition, other risks that KLA-Tencor faces include those
detailed in KLA-Tencor's filings with the SEC, including
KLA-Tencor's annual report on Form 10-K for the year ended
June 30, 2018. Other risks that
Orbotech faces include those detailed in Orbotech's filings with
the SEC, including Orbotech's 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 press release 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-Tencor's 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.
This press release 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 SEC's 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-Tencor's 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 Orbotech's 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).
Orbotech Company
Contacts:
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Rami Rozen
VP of Investor
Relations
Tel:
+972-8-942-3582
Investor.relations@orbotech.com
|
Tally Kaplan
Porat
Director of Corporate
Marketing
Tel:
+972-8-942-3603
Tally-Ka@orbotech.com
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SOURCE Orbotech Ltd.