8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

APPLIED MATERIALS INC /DE 8-K Report, Acquisition Completed (Nov 10, 2011)

Filed November 10, 2011For Securities:AMAT

Summary

Applied Materials, Inc. (AMAT) has announced the successful completion of its acquisition of Varian Semiconductor Equipment Associates, Inc. (Varian) on November 10, 2011. This strategic move involved a merger where Varian now operates as a wholly-owned subsidiary of Applied Materials. Investors should note that the acquisition was conducted through a merger subsidiary and Varian shareholders received $63 in cash per share, totaling approximately $4.2 billion net of cash acquired. The funding for this significant transaction was a combination of Applied Materials' existing cash reserves and the proceeds from a $1.75 billion senior unsecured note issuance in June 2011. While financial statements for the acquired entity and pro forma information will be filed later, the immediate impact is the consolidation of Varian's operations under Applied Materials.

Key Highlights

  • 1Applied Materials completed the acquisition of Varian Semiconductor Equipment Associates, Inc. on November 10, 2011.
  • 2The acquisition was structured as a merger, with Varian becoming a wholly-owned subsidiary of Applied Materials.
  • 3Varian shareholders received $63 in cash per share for their common stock.
  • 4The total value of the acquisition was approximately $4.2 billion, net of cash acquired.
  • 5The transaction was funded through a mix of existing cash and proceeds from a $1.75 billion senior unsecured note issuance in June 2011.
  • 6Certain Varian employee equity awards were converted to cash or assumed by Applied Materials.
  • 7Detailed financial statements of Varian and pro forma financial information will be filed in an amendment to this report.

Frequently Asked Questions

This Form 8-K filing announces the completion of Applied Materials' acquisition of Varian Semiconductor Equipment Associates, Inc. It provides details on the transaction, including the merger structure, consideration paid, and funding methods.

Applied Materials acquired Varian for approximately $4.2 billion, net of cash acquired. Varian shareholders received $63 in cash for each share of Varian common stock.

The acquisition was funded through a combination of Applied Materials' existing cash balances and the net proceeds from its $1.75 billion senior unsecured notes issued on June 8, 2011.

The historical financial statements of Varian and the pro forma financial information related to the acquisition will be filed by amendment within 71 calendar days after the filing date of this report.