8-K/AAcquisitions & Dispositions

KLA CORP 8-K/A Report, Acquisition Completed (Jun 27, 2008)

Filed June 27, 2008For Securities:KLAC

Summary

This 8-K/A filing by KLA-Tencor Corporation (now KLA Corp) serves as an amendment to a previous 8-K, reporting the completion of its acquisition of ICOS Vision Systems Corporation NV (ICOS). The amendment details the successful execution of a squeeze-out bid under Belgian law on June 26, 2008, which resulted in KLA-Tencor acquiring 100% of the outstanding ICOS shares and warrants that were not tendered in the initial offer. This final acquisition step solidifies KLA-Tencor's control over ICOS, completing the transaction that began with a tender offer. Investors should note the total consideration paid for the remaining ICOS securities, which amounted to approximately EUR 390.2 million, settling the acquisition at the previously disclosed per-share prices for common stock, warrants, and options.

Key Highlights

  • 1KLA-Tencor Corporation (KLAC) has completed the acquisition of 100% of ICOS Vision Systems Corporation NV (ICOS) on June 26, 2008.
  • 2The completion was achieved through a squeeze-out bid conducted under Belgian law.
  • 3This filing amends a previous 8-K to report the acquisition of remaining ICOS securities not acquired in the initial tender offer.
  • 4The total cash consideration paid for the remaining ICOS securities (shares, warrants, and options) was EUR 390,215,997.70.
  • 5The purchase price for ICOS common stock was EUR 36.50 per share.
  • 6The purchase price for 2002 warrants was EUR 32.76 per warrant.
  • 7The purchase price for shares underlying 2007 options (net of exercise price) was EUR 5.60 per share.

Frequently Asked Questions

The primary purpose of this 8-K/A filing is to report the completion of KLA-Tencor's acquisition of 100% of ICOS Vision Systems Corporation NV, specifically detailing the successful execution of a squeeze-out bid to acquire the remaining ICOS securities not purchased in the initial tender offer.

KLA-Tencor paid an aggregate consideration of EUR 390,215,997.70 for the remaining ICOS shares, 2002 warrants, and 2007 options.

The final acquisition of the remaining ICOS securities was completed through a squeeze-out bid conducted in accordance with Belgian law.

Yes, as of June 26, 2008, KLA-Tencor has acquired 100% of the outstanding shares of ICOS, as well as all 2002 warrants and all ICOS shares underlying the 2007 options, through the tender offer and the subsequent squeeze-out bid.