8-KAcquisitions & DispositionsFinancial EventsOther Events+1

KLA CORP 8-K Report, Acquisition Completed (Feb 20, 2019)

Filed February 20, 2019For Securities:KLAC

Summary

KLA Corporation (KLAC) has officially completed its acquisition of Orbotech Ltd. as of February 20, 2019. This significant transaction involved an exchange of Orbotech ordinary shares for a combination of cash and KLA common stock, with each Orbotech share converted into $38.86 in cash and 0.25 shares of KLA common stock. The total consideration paid by KLA amounted to approximately $1.9 billion in cash and about 12.3 million shares of KLA common stock, valued at approximately $1.3 billion as of February 19, 2019. KLA funded the cash portion of this acquisition through existing cash reserves and borrowings under its revolving credit facility, having drawn $900 million under a $1.0 billion facility to partially finance the deal. The report also notes crucial regulatory approvals, including antitrust clearance from China's SAMR on February 17, 2019, and tax rulings from the Israel Tax Authority on February 14, 2019, pertaining to the merger consideration for Israeli-resident shareholders and interested parties. This acquisition marks a significant strategic move for KLA, integrating Orbotech's operations and expanding its market presence.

Key Highlights

  • 1KLA Corporation has successfully completed the acquisition of Orbotech Ltd. as of February 20, 2019.
  • 2The acquisition consideration included $38.86 in cash and 0.25 KLA common shares per Orbotech share.
  • 3The total value of the transaction was approximately $1.9 billion in cash and $1.3 billion in KLA stock, totaling $3.2 billion.
  • 4KLA partially funded the cash component of the acquisition by borrowing $900 million under its revolving credit facility.
  • 5Antitrust clearance for the merger was received from China's State Administration for Market Regulation (SAMR) on February 17, 2019.
  • 6The Israel Tax Authority issued tax rulings regarding the merger consideration for Israeli-resident shareholders and interested parties on February 14, 2019.

Frequently Asked Questions

The total consideration for the acquisition was approximately $1.9 billion in cash and approximately $1.3 billion in KLA Common Stock, bringing the total deal value to approximately $3.2 billion.

KLA funded the cash portion of the Merger Consideration through a combination of cash from its balance sheet and borrowings under its revolving credit facility. Specifically, KLA borrowed $900 million under its $1.0 billion credit facility.

The merger received antitrust clearance from the State Administration for Market Regulation of the People’s Republic of China (SAMR) on February 17, 2019. Additionally, tax rulings from the Israel Tax Authority concerning the merger consideration were issued on February 14, 2019.

Each ordinary share of Orbotech was converted into the right to receive $38.86 in cash and 0.25 shares of KLA Common Stock, with cash paid in lieu of fractional shares.