Summary
KLA Corporation (KLAC) announced on February 20, 2008, its entry into a material definitive agreement to launch a friendly voluntary takeover bid for all outstanding securities of ICOS Vision Systems Corporation NV. KLA-Tencor is offering to purchase ICOS shares at €36.50 per share, including shares underlying employee stock options and warrants under certain conditions. The net transaction value is approximately €316.9 million (or $465.8 million). This strategic acquisition is expected to close in the second calendar quarter of 2008, subject to several conditions including acceptance by at least 85% of ICOS shareholders, regulatory approvals in key markets like Germany, Taiwan, China, and Japan, and the absence of any material adverse change in ICOS. The deal signifies KLA-Tencor's intent to expand its market presence and capabilities through a significant acquisition.
Key Highlights
- 1KLA-Tencor to acquire ICOS Vision Systems Corporation NV through a friendly takeover bid.
- 2Offer price is €36.50 per share for all outstanding ICOS securities.
- 3Net transaction value estimated at €316.9 million (approximately $465.8 million).
- 4Acquisition is subject to customary closing conditions, including an 85% shareholder acceptance threshold.
- 5Regulatory approvals are required from multiple international authorities (Germany, Taiwan, China, Japan).
- 6Expected closing in the second calendar quarter of 2008.
- 7ICOS board of directors will issue a favorable opinion on the bid.