News Article
KLA to buy ICOS
The company announces results of tender offer to acquire ICOS Vision Systems
KLA-Tencor Corporation announced the results of its tender offer to acquire ICOS Vision Systems Corporation NV. KLA-Tencor is a supplier of wafer front end inspection and metrology solutions to the global semiconductor industry; ICOS is a supplier of packaging and interconnect inspection solutions for the semiconductor industry, and has a market position in the inspection of photovoltaic solar technologies and LED lighting products.
The acceptance period for the tender offer ended on Monday, May 19, 2008 at 4 p.m. (Central European Time). At the close of the initial acceptance period for the takeover bid, 10,250,802 shares of ICOS had been tendered, constituting 96.03% of the outstanding shares of ICOS. The shares tendered into the bid during this initial acceptance period are expected to be settled on May 30, 2008.
"We are bringing together two long standing leaders in separate but complementary segments of the semiconductor capital equipment industry to extend our leadership as the world's best process control company," said Rick Wallace, CEO of KLA-Tencor Corporation. "By combining our complementary strengths to provide differentiated technical solutions, we are well positioned to provide even greater value for our customers, expand our product and service offerings as well as pursue new opportunities for growth."
As described in the prospectus related to the offer, because KLA-Tencor (through its wholly owned subsidiary) will hold more than 95% of the shares of ICOS, it will reopen the takeover bid at the same terms in order to proceed with a squeeze out according to article 513, section 1 of the Company Code and article 42 of the Royal Decree of 27 April 2007 on takeover bids in order to acquire all the ICOS shares and 2002 warrants (but not the 2007 options) which as of that time have not been tendered to the bid.
The bid price is EUR 36.50 for each share and EUR 32.76 for each 2002 warrant. The acceptance period for the squeeze out bid is expected to begin on May 28, 2008 and to continue until June 17, 2008 at 4 p.m. (Central European Time). Further details on the conditions of the squeeze out bid and the subsequent delisting of the ICOS shares are given in the formal announcement of the squeeze out that will appear in the Belgian press on May 22, 2008.
The acceptance period for the tender offer ended on Monday, May 19, 2008 at 4 p.m. (Central European Time). At the close of the initial acceptance period for the takeover bid, 10,250,802 shares of ICOS had been tendered, constituting 96.03% of the outstanding shares of ICOS. The shares tendered into the bid during this initial acceptance period are expected to be settled on May 30, 2008.
"We are bringing together two long standing leaders in separate but complementary segments of the semiconductor capital equipment industry to extend our leadership as the world's best process control company," said Rick Wallace, CEO of KLA-Tencor Corporation. "By combining our complementary strengths to provide differentiated technical solutions, we are well positioned to provide even greater value for our customers, expand our product and service offerings as well as pursue new opportunities for growth."
As described in the prospectus related to the offer, because KLA-Tencor (through its wholly owned subsidiary) will hold more than 95% of the shares of ICOS, it will reopen the takeover bid at the same terms in order to proceed with a squeeze out according to article 513, section 1 of the Company Code and article 42 of the Royal Decree of 27 April 2007 on takeover bids in order to acquire all the ICOS shares and 2002 warrants (but not the 2007 options) which as of that time have not been tendered to the bid.
The bid price is EUR 36.50 for each share and EUR 32.76 for each 2002 warrant. The acceptance period for the squeeze out bid is expected to begin on May 28, 2008 and to continue until June 17, 2008 at 4 p.m. (Central European Time). Further details on the conditions of the squeeze out bid and the subsequent delisting of the ICOS shares are given in the formal announcement of the squeeze out that will appear in the Belgian press on May 22, 2008.
