8-KAcquisitions & DispositionsExhibits & Filings

KLA CORP 8-K Report, Acquisition Completed (Jun 2, 2008)

Filed June 2, 2008For Securities:KLAC

Summary

KLA-Tencor Corporation (KLAC) has announced the completion of its acquisition of ICOS Vision Systems Corporation NV. This significant event, reported on June 2, 2008, marks the successful conclusion of a tender offer, with KLA-Tencor acquiring 96.03% of ICOS shares during the initial acceptance period. The acquisition was completed on May 30, 2008, with KLA-Tencor paying EUR 36.50 per share for the tendered shares, totaling approximately EUR 374.15 million. This strategic move is expected to result in KLA-Tencor owning 100% of ICOS after a subsequent squeeze-out process, which has commenced at the same offer price.

Key Highlights

  • 1KLA-Tencor Corporation completed the purchase of ICOS Vision Systems Corporation NV shares on May 30, 2008.
  • 296.03% of ICOS shares were tendered and purchased in the initial acceptance period of the tender offer.
  • 3The acquisition price was EUR 36.50 per share in cash.
  • 4The aggregate consideration paid for the tendered ICOS shares was EUR 374,154,273.
  • 5KLA-Tencor has initiated a squeeze-out process to acquire all remaining ICOS shares.
  • 6The squeeze-out bid is at the same terms (EUR 36.50 per share) and is expected to lead to 100% ownership of ICOS.
  • 7The acceptance period for the squeeze-out bid is open until June 17, 2008.

Frequently Asked Questions

This 8-K filing primarily reports on the completion of KLA-Tencor's acquisition of ICOS Vision Systems Corporation NV, detailing the percentage of shares acquired and the financial considerations involved.

KLA-Tencor paid EUR 36.50 per share in cash for the 10,250,802 shares of ICOS tendered during the initial acceptance period, totaling EUR 374,154,273.

Not immediately. While KLA-Tencor acquired over 96% of ICOS shares, they have commenced a squeeze-out bid to acquire the remaining shares. The company expects to own 100% of ICOS following the successful completion of this squeeze-out process.

The acceptance period for the squeeze-out bid is set to expire on June 17, 2008, at 4 p.m. Central European Time. Shareholders can still tender their shares at EUR 36.50 per share or EUR 32.76 per 2002 warrant.