8-KMaterial AgreementsExhibits & Filings

KLA CORP 8-K Report, Material Agreement (Feb 21, 2008)

Filed February 21, 2008For Securities:KLAC

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.

Frequently Asked Questions

This 8-K filing reports KLA-Tencor's entry into a material definitive agreement to acquire ICOS Vision Systems Corporation NV through a friendly takeover bid. It outlines the terms of the offer, the expected transaction value, and the conditions for closing the deal.

KLA-Tencor is offering to purchase all outstanding shares of ICOS capital stock for €36.50 per share. They will also offer to purchase shares underlying employee stock options and warrants at the same bid price under specific circumstances.

The acquisition is contingent upon several conditions, including: acceptance of the bid by at least 85% of ICOS's outstanding shares, no dividend distribution by ICOS before closing, expiration or termination of antitrust/competition waiting periods in countries including Germany, Taiwan, China, and Japan, and the absence of any material adverse change in ICOS.

The transaction is anticipated to close in the second calendar quarter of 2008.