8-KOther Events

KLA CORP 8-K Report, Corporate Update (Jul 12, 2018)

Filed July 12, 2018For Securities:KLAC

Summary

This 8-K filing from KLA Corp (formerly KLA-Tencor) on July 12, 2018, reports a significant event concerning its proposed merger with Orbotech Ltd. Specifically, it announces that Orbotech's shareholders have officially adopted a resolution approving the merger agreement. This marks a crucial step in the process, indicating shareholder consent from the target company, which is a key condition for closing the transaction. Investors should note that this filing primarily serves as a confirmation of Orbotech's shareholder approval. The report also reiterates the availability of detailed information through the previously filed Form S-4 Registration Statement, which contains the proxy statement/prospectus. This document provides comprehensive details about the transaction, including the terms of the merger, the exchange of KLA-Tencor common stock for Orbotech shares, and the strategic rationale behind the combination. Investors are strongly urged to review these filings for a complete understanding of the proposed business combination.

Key Highlights

  • 1Orbotech Ltd. shareholders have approved the merger agreement with KLA-Tencor Corporation.
  • 2The shareholder approval from Orbotech is a key milestone in the proposed business combination.
  • 3This filing confirms the adoption of the resolution by Orbotech's shareholders on July 11, 2018.
  • 4KLA-Tencor previously filed an S-4 Registration Statement containing the proxy statement/prospectus for the merger.
  • 5The merger involves an indirect subsidiary of KLA-Tencor merging with and into Orbotech, with Orbotech surviving.
  • 6KLA-Tencor common stock will be issued in the proposed transaction.
  • 7Investors are directed to review the proxy statement/prospectus and other SEC filings for detailed information.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially report that Orbotech Ltd. shareholders have approved the merger agreement with KLA-Tencor Corporation, a critical step in the proposed business combination.

No, this filing only confirms that Orbotech's shareholders have approved the merger. It is a necessary step, but not the completion of the merger itself. Further regulatory approvals and closing conditions would still need to be met.

Detailed information about the proposed merger can be found in the KLA-Tencor's S-4 Registration Statement, which includes the proxy statement/prospectus. This document, along with other relevant SEC filings, is available on the SEC's website (www.sec.gov) and on the investor relations pages of both KLA-Tencor and Orbotech.

The proposed merger involves an indirect subsidiary of KLA-Tencor merging with and into Orbotech, with Orbotech continuing as the surviving entity. In exchange for their shares, Orbotech shareholders will receive KLA-Tencor common stock.