8-KOther EventsExhibits & Filings

KLA CORP 8-K Report, Corporate Update (May 20, 2008)

Filed May 20, 2008For Securities:KLAC

Summary

KLA-Tencor Corporation (KLAC) has filed an 8-K report detailing the successful completion of its tender offer for ICOS Vision Systems Corporation NV. The initial tender offer period closed with an overwhelming 96.03% of ICOS shares tendered, significantly exceeding the threshold for KLA-Tencor to proceed with acquiring the remaining shares. This substantial acceptance rate indicates strong shareholder support for the acquisition and paves the way for KLA-Tencor to fully integrate ICOS. Following this success, KLA-Tencor, through its subsidiary, will now initiate a squeeze-out procedure to acquire all remaining outstanding ICOS shares and 2002 warrants that were not tendered. The squeeze-out bid will occur at the same terms as the initial tender offer, reflecting KLA-Tencor's commitment to completing the acquisition. Investors can anticipate the settlement of initially tendered shares by May 30, 2008, and the squeeze-out offer period will run from May 28 to June 17, 2008.

Key Highlights

  • 1KLA-Tencor's tender offer for ICOS Vision Systems Corporation NV has successfully concluded the initial acceptance period.
  • 2A substantial 96.03% of ICOS's outstanding shares were tendered, demonstrating strong shareholder support for the acquisition.
  • 3The acquisition is proceeding towards full ownership as KLA-Tencor will now initiate a squeeze-out procedure for remaining shares.
  • 4Settlement of the shares tendered during the initial period is expected on May 30, 2008.
  • 5The squeeze-out bid will be conducted at the same terms as the initial offer: EUR 36.50 per share and EUR 32.76 per 2002 warrant.
  • 6The acceptance period for the squeeze-out bid is scheduled from May 28, 2008, to June 17, 2008.
  • 7This filing confirms KLA-Tencor's successful execution of its strategy to acquire ICOS.

Frequently Asked Questions

This 8-K filing announces the results of KLA-Tencor's tender offer to acquire ICOS Vision Systems Corporation NV. It confirms that the initial acceptance period has closed with a high percentage of shares tendered, and details the next steps for completing the acquisition through a squeeze-out procedure.

KLA-Tencor received tenders for 10,250,802 shares of ICOS, which represents 96.03% of the outstanding shares. This significantly surpasses the threshold required to proceed with the acquisition.

The squeeze-out bid will be at the same terms as the initial offer. This means EUR 36.50 per ICOS share and EUR 32.76 per ICOS 2002 warrant. This procedure is designed to acquire all shares and warrants not tendered during the initial period.

The shares that were tendered during the initial acceptance period are expected to be settled on May 30, 2008.