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SMALL BUSINESS
Applied Materials Commences Tender Offer for All Outstanding Shares of Semitool, Inc.
Business Wire
Applied Materials, Inc. (Nasdaq: AMAT) today announced the commencement
of its tender offer for all outstanding shares of common stock of
Semitool, Inc. (Nasdaq: SMTL) for $11.00 per share, net to the seller in
cash, without interest and less any required withholding tax. The tender
offer is being made in connection with the Agreement and Plan of Merger
among Applied Materials, its wholly owned subsidiary, Jupiter
Acquisition Sub, Inc., and Semitool, announced on November 17, 2009, and
pursuant to an Offer to Purchase dated November 19, 2009.
The tender offer is scheduled to expire at 12:00 midnight, Eastern
Standard Time, on December 17, 2009, unless extended. Following
completion of the tender offer and, if required, receipt of approval by
Semitool’s shareholders, Applied Materials expects to cause its
acquisition subsidiary to consummate a merger with Semitool. In this
merger, any remaining Semitool shareholders (other than shareholders who
properly assert dissenters’ rights under Montana law) will receive the
same $11.00 cash purchase price per share, without interest and less any
required withholding tax, as paid in the tender offer. The tender offer
is subject to the conditions described in the Offer to Purchase,
including the acquisition by Jupiter Acquisition Sub of more than 66 2/3
percent of Semitool’s outstanding stock on a fully diluted basis,
regulatory approval and other customary closing conditions.
The Semitool board of directors has unanimously determined that the
tender offer and the merger are fair to, and in the best interests of,
Semitool’s shareholders and has approved and adopted the merger
agreement and approved the tender offer and the merger. The Semitool
board of directors unanimously recommends that Semitool’s shareholders
tender their shares pursuant to the tender offer and, if required to
consummate the merger, approve the merger agreement.
Applied Materials today will file with the Securities and Exchange
Commission (“SEC”) a Tender Offer Statement on Schedule TO, including
the Offer to Purchase, setting forth in detail the terms and conditions
of the tender offer. Semitool today will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in
detail, among other things, the recommendation of Semitool’s board of
directors that Semitool shareholders accept the tender offer and tender
their shares pursuant to the tender offer.
The Depositary for the tender offer is BNY Mellon Shareowner Services,
480 Washington Boulevard, Jersey City, New Jersey 07310, Attn: Corporate
Actions Department. The Information Agent for the tender offer is
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY
10022.
Forward-Looking Statements
This press release contains forward-looking statements, including those
relating to Applied Materials’ anticipated acquisition of Semitool.
Forward-looking statements may contain words such as “expect,”
“believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate” or
similar expressions, and include the assumptions that underlie such
statements. These statements are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from
those stated or implied, including but not limited to: the risk that the
transaction will not be consummated in a timely manner or at all if,
among other things, fewer than 66 2/3 percent of the shares of Semitool
common stock are tendered, clearances under the Hart-Scott-Rodino
Antitrust Improvements Act or the antitrust laws of Germany are not
obtained, or other closing conditions are not satisfied; and other risks
described in Applied Materials’ filings with the SEC. All
forward-looking statements are based on managements’ estimates,
projections and assumptions as of the date hereof, and neither Applied
Materials nor Semitool assume any obligation to update any such
statement.
About Applied Materials
Applied Materials (Nasdaq:AMAT) is the global leader in
Nanomanufacturing Technology™ solutions with a broad portfolio of
innovative equipment, services and software products for the fabrication
of semiconductor chips, flat panel displays, solar photovoltaic cells,
flexible electronics and energy-efficient glass. At Semitool, we apply
Nanomanufacturing Technology to improve the way people live. Learn more
at
www.appliedmaterials.com.
About Semitool
Semitool designs, manufactures and supports highly engineered,
multi-chamber, single-wafer and batch wet chemical processing equipment
used in the fabrication of semiconductor devices. The company’s primary
suites of equipment include electrochemical deposition systems for
electroplating copper, gold, solder and other metals; surface
preparation systems for cleaning, stripping and etching silicon wafers;
and wafer transport container cleaning systems. The company’s equipment
is used in semiconductor fabrication front-end and back-end processes,
including wafer-level packaging.
Headquartered in Kalispell, Montana, Semitool maintains sales and
support centers in the United States, Europe and Asia. The company’s
stock trades on the Nasdaq National Market under the symbol SMTL. For
more information, please visit the company’s website at
www.semitool.com.
Additional Information and Where to Find It
This announcement is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, shares of
Semitool. Holders of shares of Semitool are urged to read the relevant
tender offer documents because they will contain important information
that holders of Semitool securities should consider before making any
decision regarding tendering their securities. Applied Materials and its
acquisition subsidiary have filed tender offer materials with the SEC,
and Semitool has filed a Solicitation/Recommendation Statement with
respect to the offer. The tender offer materials (including an Offer to
Purchase, a related Letter of Transmittal and certain other offer
documents) and the Solicitation/Recommendation Statement contain
important information that should be read carefully before any decision
is made with respect to the tender offer. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as well
as the Solicitation/Recommendation Statement, are available to all
holders of shares of Semitool at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are available
for free at the SEC’s web site at
www.sec.gov.
Free copies of these documents may also be obtained by mailing a request
to the information agent for the tender offer, Innisfree M&A
Incorporated, 501 Madison Avenue, 20
th Floor, New York, New
York 10022; by calling toll free at (877) 717-3936 (shareholders) or
collect at (212) 750-5833 (banks and brokers); and at
www.appliedmaterials.com
and
www.semitool.com.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Semitool and Applied Materials
file annual and special reports and other information with the SEC. You
may read and copy any reports or other information filed by Applied
Materials or Semitool at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Applied Materials’ and
Semitool’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by
the SEC at
http://www.sec.gov.
Copyright Business Wire 2009
2009-11-19 16:50:00
COMMENTS ( 0 )
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