8-KOther EventsExhibits & Filings

KLA CORP 8-K Report, Corporate Update (May 3, 2018)

Filed May 3, 2018For Securities:KLAC

Summary

KLA Corp (KLAC) has filed an 8-K report on May 3, 2018, detailing significant progress and an important corporate action. The company announced that the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, clearing a major regulatory hurdle for its proposed merger with Orbotech Ltd. Additionally, the Israel Antitrust Authority has granted an exemption from premerger notification requirements in Israel, further streamlining the path to closing the Orbotech acquisition. In parallel with the merger developments, KLA Corp's Board of Directors has declared a quarterly cash dividend of $0.75 per share. This dividend underscores the company's commitment to returning value to shareholders, with a payment date set for June 1, 2018, to shareholders of record as of May 15, 2018. Investors should note that the company also provided details on the upcoming S-4 filing, which will contain a preliminary prospectus and proxy statement related to the Orbotech merger.

Key Highlights

  • 1Expiration of the 30-day Hart-Scott-Rodino waiting period for the proposed merger with Orbotech Ltd.
  • 2Receipt of an exemption from premerger notification requirements from the Israel Antitrust Authority for the Orbotech merger.
  • 3Declaration of a quarterly cash dividend of $0.75 per share.
  • 4Dividend payable on June 1, 2018, to shareholders of record on May 15, 2018.
  • 5KLA Corp (referred to as KLA-Tencor) intends to file a Form S-4 Registration Statement with the SEC.
  • 6The Form S-4 will include a preliminary prospectus and proxy statement for the Orbotech merger.
  • 7Information regarding where investors can access SEC filings and company materials for the proposed transaction.

Frequently Asked Questions

The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, and the Israel Antitrust Authority has granted an exemption from premerger notification requirements. These are significant regulatory approvals, indicating progress towards completing the merger.

KLA Corp's Board of Directors has declared a cash dividend of $0.75 per share. This dividend is payable on June 1, 2018, to shareholders who are of record as of the close of business on May 15, 2018.

The Form S-4 filing is a registration statement that KLA Corp intends to file with the SEC. It will contain important information for shareholders, including a preliminary prospectus detailing the terms of the merger and KLA Corp's common stock to be issued in the transaction, as well as a proxy statement for Orbotech shareholders.

You can find more information by accessing the SEC's website (www.sec.gov), KLA Corp's Investor Relations page (ir.kla-tencor.com), or Orbotech's Investor Relations page (investors.Orbotech.com). Free copies of relevant documents, including the proxy statement/prospectus once available, can be obtained from these sources.