8-KMaterial AgreementsRegulation FDOther Events+1

APPLIED MATERIALS INC /DE 8-K Report, Material Agreement (May 4, 2011)

Filed May 4, 2011For Securities:AMAT

Summary

Applied Materials, Inc. (AMAT) has announced a definitive agreement to acquire Varian Semiconductor Equipment Associates, Inc. for $63 per share in cash, valuing the transaction at approximately $63 per share. This strategic move aims to bolster AMAT's position in the semiconductor equipment market, particularly by acquiring Varian's leading ion implantation technology. The acquisition is structured as a merger where Varian will become a wholly-owned subsidiary of Applied Materials upon completion. The transaction has received unanimous approval from the boards of directors of both companies. The deal is subject to customary closing conditions, including Varian stockholder approval and regulatory antitrust clearances. This acquisition represents a significant step for Applied Materials to expand its product portfolio and enhance its competitive standing in the critical semiconductor manufacturing sector.

Key Highlights

  • 1Applied Materials to acquire Varian Semiconductor Equipment Associates for $63 per share in cash.
  • 2Varian is a leading supplier of ion implantation equipment, a key technology in semiconductor fabrication.
  • 3The acquisition is structured as a merger with Varian becoming a wholly-owned subsidiary of Applied Materials.
  • 4The boards of directors of both Applied Materials and Varian have unanimously approved the merger agreement.
  • 5Completion of the merger is contingent upon Varian stockholder approval and antitrust regulatory clearances.
  • 6The merger agreement includes termination provisions, with a $147 million fee payable by Varian under certain circumstances and a $200 million fee payable by Applied Materials if antitrust approvals are not obtained.

Frequently Asked Questions

Applied Materials is acquiring Varian Semiconductor Equipment Associates for $63 per share in cash.

Varian Semiconductor Equipment Associates designs, manufactures, markets, and services semiconductor processing equipment, and is the leading supplier of ion implantation equipment used in semiconductor chip fabrication.

The completion of the merger is subject to several conditions, including the adoption of the merger agreement by Varian's stockholders and the receipt of certain domestic and foreign antitrust approvals.

Yes, the merger agreement includes termination fees. Varian will owe Applied Materials a $147 million cash termination fee under specified circumstances, such as Varian accepting a superior offer. Applied Materials will owe Varian a $200 million cash termination fee if the merger is terminated due to the failure to obtain certain antitrust approvals.