What is the main reason for this 8-K filing?

This 8-K filing announces an update regarding the proposed merger between KLA-Tencor and ADE Corporation. Specifically, it informs investors that KLA-Tencor has voluntarily withdrawn and re-filed its notification under the Hart-Scott-Rodino (HSR) Antitrust Improvement Act, which extends the regulatory waiting period for the merger.

Why was the HSR waiting period extended?

The HSR waiting period was extended because KLA-Tencor voluntarily withdrew and re-filed its Notification and Report Form after consulting with the Antitrust Division staff. This re-filing provides the Antitrust Division with additional time to complete its initial investigation and review of the merger before deciding whether to request further information.

What does the extension of the HSR waiting period mean for investors?

The extension of the HSR waiting period to May 11, 2006, indicates that the merger is undergoing a more thorough review by antitrust regulators. While not necessarily a sign of deal termination, it means the approval process is taking longer than initially anticipated, and investors should closely monitor any further developments or requests for additional information from the antitrust authorities.

Where can I find more information about the proposed merger?

Investors can find more detailed information about the proposed transaction, including the registration statement on Form S-4 and the proxy statement/prospectus, on the SEC's website (www.sec.gov). Additionally, information can be obtained directly from KLA-Tencor Corporation's Investor Relations department at 160 Rio Robles, San Jose, California, 95134, or from ADE Corporation's Investor Relations department at 80 Wilson Way, Westwood, Massachusetts 02090.

KLAC 8-K SEC Disclosure

Summary

KLA-Tencor Corporation (KLAC) filed an 8-K on April 11, 2006, to provide an update on its proposed merger with ADE Corporation. The key development is that KLA-Tencor voluntarily withdrew and re-filed its Notification and Report Form under the Hart-Scott-Rodino (HSR) Antitrust Improvement Act. This action was taken following consultation with the Antitrust Division staff and extends the HSR waiting period from April 7, 2006, to May 11, 2006. This extension indicates that antitrust regulators require additional time to review the transaction. While not necessarily a negative signal, it suggests the merger is undergoing closer scrutiny. Investors should monitor future filings for any further updates on the antitrust review and the potential implications for the deal's completion timeline. The filing also reiterates where investors can find additional information regarding the merger, including the registration statement and proxy/prospectus.

Key Highlights

1KLA-Tencor Corporation (KLAC) and ADE Corporation are undergoing a merger review by the Antitrust Division of the Department of Justice and the Federal Trade Commission.
2KLA-Tencor voluntarily withdrew and re-filed its HSR Act Notification and Report Form.
3The HSR Act waiting period has been extended from April 7, 2006, to May 11, 2006.
4The re-filing grants the Antitrust Division more time to review the merger transaction.
5The filing is considered solicitation material for the proposed business combination.
6Additional information regarding the merger is available on the SEC's website and from KLA-Tencor and ADE Investor Relations.

KLA CORP 8-K Report, Corporate Update (Apr 11, 2006)

Summary

Key Highlights

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