Summary
Lam Research Corporation (LRCX) has filed a Form 8-K detailing the successful completion of its merger with Novellus Systems, Inc. on June 4, 2012. This significant event, following the Agreement and Plan of Merger dated December 14, 2011, marks the integration of Novellus as a wholly-owned subsidiary of Lam Research. Key aspects of the filing include Lam Research's assumption of Novellus's 2.625% Senior Convertible Notes due 2041, with Lam Research providing a senior unsecured guarantee for these obligations. The merger resulted in Novellus shareholders receiving approximately 83.6 million shares of Lam Research common stock. Additionally, the company announced the expansion of its Board of Directors with four former Novellus directors and the appointment of Timothy M. Archer as Executive Vice President, Chief Operating Officer. Financial statements and pro forma information related to the acquisition will be filed in an amendment.
Key Highlights
- 1Completion of the merger between Lam Research Corporation and Novellus Systems, Inc. on June 4, 2012.
- 2Novellus Systems, Inc. is now a wholly-owned subsidiary of Lam Research.
- 3Lam Research expressly guarantees Novellus's 2.625% Senior Convertible Notes due 2041 and these notes are convertible into Lam Research common stock.
- 4Novellus shareholders will receive approximately 83.6 million shares of Lam Research common stock (1.125 shares per Novellus share).
- 5The Lam Research Board of Directors has been expanded to 15 members with the appointment of four former Novellus directors.
- 6Timothy M. Archer has been appointed as Executive Vice President, Chief Operating Officer of Lam Research.
- 7Amended and restated bylaws for Lam Research have been adopted.
- 8Audited financial statements of Novellus and pro forma combined financial information will be filed by amendment by August 17, 2012.