KLA-Tencor and ADE Corporation Amend Merger Agreement
2006年5月27日 - 10:45AM
PRニュース・ワイアー (英語)
ADE Stockholders to Receive $32.50 Per Share in Cash SAN JOSE,
Calif., May 26 /PRNewswire-FirstCall/ -- KLA-Tencor Corporation
(NASDAQ:KLAC) and ADE Corporation (NASDAQ:ADEX) today jointly
announced that they have amended and restated their existing merger
agreement to change the consideration that ADE stockholders will
receive from KLA-Tencor common stock to $32.50 per share in cash.
According to KLA-Tencor's chief executive officer, Rick Wallace,
"We've been receiving great encouragement from our customers as to
the benefits that they will realize from this acquisition. The
changes to the transaction that we are announcing today should
enable us to close the transaction promptly." The transaction will
continue to be subject to customary closing conditions, including
approval by ADE stockholders. As previously announced, the merger
has already been cleared under the U.S. federal antitrust laws. The
transaction is expected to close by early in the third calendar
quarter of 2006. Important Information In connection with the
proposed merger, ADE will file a proxy statement and other relevant
documents with the Securities and Exchange Commission (SEC). ADE
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND RELATED MATTERS. ADE STOCKHOLDERS WILL HAVE ACCESS TO FREE
COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS
FILED WITH THE SEC BY ADE AND KLA-TENCOR THROUGH THE SEC WEBSITE AT
WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE
OBTAINED FOR FREE (WHEN AVAILABLE) FROM ADE BY DIRECTING A REQUEST
TO: ADE Corporation, 80 Wilson Way, Westwood, Massachusetts 02090,
Attention: Chief Financial Officer, Telephone: (781) 476- 3500.
DOCUMENTS FILED WITH THE SEC BY KLA-Tencor MAY ALSO BE OBTAINED FOR
FREE (WHEN AVAILABLE) FROM KLA-Tencor BY DIRECTING A REQUEST TO:
KLA-Tencor Corporation, 160 Rio Robles, San Jose, California 95134,
Attention: General Counsel, Telephone: (408) 875-3000. KLA-Tencor,
ADE and their respective directors and executive officers and other
members of management and employees may be deemed to participate in
the solicitation of proxies in respect of the proposed
transactions. Information regarding KLA-Tencor's directors and
executive officers is available in KLA- Tencor's proxy statement
for its 2005 annual meeting of stockholders, which was filed with
the SEC on October 13, 2005, and information regarding ADE's
directors and executive officers is available in ADE's annual
report on Form 10-K for the year ended April 30, 2005, and its
proxy statement for its 2005 annual meeting of stockholders, which
were filed with the SEC on July 26 and August 19, 2005,
respectively. Additional information regarding the interests of
such potential participants will be included in the proxy statement
and the other relevant documents filed with the SEC when they
become available. About ADE Corporation: ADE Corporation is a
leading supplier of metrology and inspection systems for the
semiconductor wafer, semiconductor device, magnetic data storage
and optics manufacturing industries. Wafer suppliers and device
manufacturers worldwide rely on ADE measurement and inspection
systems to certify and ensure the highest quality bare silicon
substrates. ADE's most recent generation of products serve both
65nm in-line manufacturing applications and 45nm process
development. Semiconductor device yields begin with the bare wafer
and ADE's leading technology provides early insight into surface
defect, shape, flatness and nanotopography of these advanced 300mm
substrates. Additional information about ADE is available on the
Internet at http://www.ade.com/. About KLA-Tencor: KLA-Tencor is
the world leader in yield management and process control solutions
for semiconductor manufacturing and related industries.
Headquartered in San Jose, Calif., the company has sales and
service offices around the world. An S&P 500 company,
KLA-Tencor is traded on the Nasdaq National Market under the symbol
KLAC. Additional information about the company is available on the
Internet at http://www.kla-tencor.com/ Cautionary Statement
Regarding Forward-Looking Statements This news release contains
certain forward-looking statements within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 and federal securities law. Such
forward-looking statements are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
Those statements that make reference to expectations, predictions,
beliefs, and assumptions should be considered forward-looking
statements. These statements include, but are not limited to, those
associated with the expected closing time for the proposed merger,
the impact of the proposed merger on the growth and development and
availability of existing and new products, and other expected
benefits from the proposed merger. These statements involve risks
and uncertainties including those associated with wafer pricing and
wafer demand; the results of product development efforts; the
success of product offerings to meet customer needs within the
timeframes required by customers in these markets; disruption from
the proposed merger making it more difficult to maintain
relationships with customers, vendors and employees; the failure to
obtain and retain expected synergies from the proposed merger; the
failure of ADE shareholders to approve the proposed merger; delays
in obtaining, or adverse conditions contained in, any required
regulatory approvals; failure to consummate or delay in
consummating the proposed merger for other reasons, changes in laws
or regulations and other similar factors. Further information on
potential factors that could affect KLA-Tencor's or ADE
Corporation's respective businesses is contained in their reports
on file with the Securities and Exchange Commission ("SEC"),
including their respective Form 10-K's. KLA- Tencor and ADE are
under no obligation to (and expressly disclaim any such obligation
to) update or alter their respective forward-looking statements
whether as a result of new information, future events or otherwise.
DATASOURCE: KLA-Tencor Corporation CONTACT: Jeff Hall, Chief
Financial Officer, +1-408-875-6800, or , or media, Kyra Whitten,
Sr. Director, Corporate Communications, +1-408-875-7819, or , both
of KLA-Tencor Corporation; or Brian James, Executive Vice President
and Chief Financial Officer, +1-781-467-3500, ADE Corporation Web
site: http://www.ade.com/ Web site: http://www.kla-tencor.com/
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