Summary
KLA-Tencor Corporation (KLAC) filed an 8-K on May 13, 2008, to announce a significant development in its proposed acquisition of ICOS Vision Systems Corporation NV. The company has received clearance from governmental authorities regarding antitrust, competition, and merger control matters, meaning a key condition for the tender offer has been satisfied. This advancement brings KLA-Tencor closer to completing the acquisition, which is expected to close in the second calendar quarter of 2008. Investors should note that while the antitrust hurdle has been cleared, the acquisition is still contingent upon several crucial factors. These include the tender offer being accepted by at least 85% of ICOS's outstanding shares, ICOS refraining from issuing any new dividends before the deal closes, and the absence of any material adverse changes affecting ICOS. The tender offer's acceptance period is set to expire on May 19, 2008, at 4 p.m. Central European Time, with a bid price of EUR 36.50 per share.
Key Highlights
- 1KLA-Tencor's proposed acquisition of ICOS Vision Systems Corporation NV has satisfied the antitrust and governmental review closing condition.
- 2The tender offer acceptance period is scheduled to end on May 19, 2008, at 4 p.m. Central European Time.
- 3The bid price is EUR 36.50 per share, EUR 32.76 per 2002 warrant, and EUR 5.60 per 2007 option.
- 4The transaction is anticipated to close within the second calendar quarter of 2008.
- 5A key remaining condition is the acceptance of the offer by at least 85% of ICOS's outstanding shares.
- 6The acquisition is also subject to ICOS not distributing any new dividends and no material adverse change occurring.