8-KMaterial AgreementsRegulation FDExhibits & Filings

APPLIED MATERIALS INC /DE 8-K Report, Material Agreement (Sep 24, 2013)

Filed September 24, 2013For Securities:AMAT

Summary

Applied Materials Inc. (AMAT) announced a significant strategic "merger of equals" with Tokyo Electron Limited (TEL) on September 24, 2013. This transaction will create a new Dutch holding company (HoldCo) under which both Applied Materials and TEL will operate as subsidiaries. The combined entity is expected to result in former Applied Materials stockholders owning approximately 68% of the new HoldCo, while former TEL shareholders will own approximately 32%. The deal aims to combine the businesses of two major players in the semiconductor equipment industry. The leadership structure for the new HoldCo has been outlined, with Gary E. Dickerson (current CEO of AMAT) slated to become CEO of HoldCo, and Tetsuro Higashi (current CEO of TEL) as non-executive Chairman. The companies also provided updates on their financial commitments, indicating that HoldCo will guarantee Applied Materials' outstanding senior notes and plans to amend or replace its existing credit facility.

Key Highlights

  • 1Applied Materials (AMAT) and Tokyo Electron Limited (TEL) have entered into a Business Combination Agreement to merge.
  • 2The transaction is structured as a 'merger of equals' creating a new Dutch holding company (HoldCo).
  • 3Post-combination, AMAT shareholders are expected to own approximately 68% of HoldCo, and TEL shareholders approximately 32%.
  • 4Gary E. Dickerson (AMAT CEO) will be CEO of HoldCo; Tetsuro Higashi (TEL CEO) will be non-executive Chairman.
  • 5The HoldCo Ordinary Shares are planned to be listed on Nasdaq and the Tokyo Stock Exchange.
  • 6HoldCo is expected to guarantee AMAT's outstanding senior notes.
  • 7Completion of the transaction is subject to various conditions, including stockholder approvals and regulatory clearances.

Frequently Asked Questions

The primary goal is to combine the businesses of Applied Materials and Tokyo Electron in a strategic merger of equals. This aims to create a larger, more competitive entity in the semiconductor equipment industry, leveraging the strengths of both companies.

A new Dutch holding company (HoldCo) will be established. Upon completion, former Applied Materials shareholders are expected to hold approximately 68% of HoldCo's ordinary shares, while former Tokyo Electron shareholders will hold approximately 32%.

Gary E. Dickerson, the current President and CEO of Applied Materials, is expected to become the Chief Executive Officer of the new holding company. Tetsuro Higashi, the current Chairman and CEO of Tokyo Electron, will serve as the non-executive Chairman of the Board.

The completion of the business combination is contingent upon several factors, including the approval of the agreement by the stockholders of both Applied Materials and Tokyo Electron, receipt of necessary domestic and foreign governmental approvals (including antitrust and CFIUS reviews), and the absence of any legal impediments or material adverse effects on either company.