8-KMaterial AgreementsExhibits & Filings

APPLIED MATERIALS INC /DE 8-K Report, Material Agreement (Feb 18, 2014)

Filed February 18, 2014For Securities:AMAT

Summary

Applied Materials, Inc. (AMAT) filed an 8-K on February 18, 2014, to report an amendment to its previously announced business combination agreement with Tokyo Electron Limited (TEL). The amendment, dated February 14, 2014, modifies the structure of the business combination. Specifically, TEL will now become a wholly owned subsidiary of a newly formed Dutch entity, HoldCo, through a share-for-share exchange, rather than the previously planned merger. This change in transaction structure is a key update for investors monitoring the proposed combination. The exchange ratio for TEL shareholders remains the same, with TEL shareholders set to receive 3.25 ordinary shares of HoldCo for each share of TEL common stock they hold. The amendment does not alter the fundamental terms of the business combination, but rather refines the execution mechanism. Investors should note that this filing also includes standard forward-looking statements and information on where to find additional details regarding the transaction.

Key Highlights

  • 1Amendment to the Business Combination Agreement (BCA) between Applied Materials (AMAT) and Tokyo Electron Limited (TEL) was executed on February 14, 2014.
  • 2The amendment changes the structural method of combining TEL into a subsidiary of a new holding company (HoldCo).
  • 3TEL will now become a subsidiary of HoldCo via a share-for-share exchange, replacing the previously planned merger.
  • 4The exchange ratio for TEL shareholders remains unchanged: 3.25 HoldCo ordinary shares for each TEL common share.
  • 5The amendment does not alter other key terms of the original BCA from September 24, 2013.
  • 6The filing includes forward-looking statements and advises investors on where to access further information, including the forthcoming Form S-4 registration statement.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to the Business Combination Agreement between Applied Materials (AMAT) and Tokyo Electron Limited (TEL). This amendment modifies the structural means by which the business combination will be completed.

The amendment changes the way TEL will become a subsidiary of the new holding company (HoldCo). Instead of a merger of TEL into a subsidiary of HoldCo, TEL will now become a wholly owned subsidiary through a share-for-share exchange with a newly formed subsidiary of HoldCo.

No, the amendment states that the exchange ratio for TEL shareholders remains the same. TEL shareholders will still be entitled to receive 3.25 ordinary shares of HoldCo for every share of TEL common stock they hold, subject to dissenters' rights.

The filing states that other than the modifications made by this amendment, the original Business Combination Agreement remains in full force and effect. This suggests that the core terms and conditions of the deal are unchanged.