KLA receives antitrust clearance for proposed merger with Orbotech Ltd. in the People's Republic of China; Announces planned closing date

MILPITAS, California and YAVNE, Israel, February 17, 2019 / PRNewswire / – KLA-Tencor Corporation (NASDAQ: KLAC) and Orbotech Ltd. (NASDAQ: ORBK) today announced that after a series of cooperative discussions, the State Administration for the regulation of the market of the People's Republic of China (SAMR) authorized the proposed merger between KLA and Orbotech Ltd., in accordance with the SAMR decision of February 13, 2019. KLA and Orbotech plan to close the merger on February 20, 2019.

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About the KLA:
KLA develops advanced equipment and services that enable innovation in the electronics industry. We provide advanced control and process implementation solutions for the manufacture of wafers and reticles, integrated circuits, packaging, circuit boards and flat screens. In close collaboration with leading customers around the world, our expert teams of physicists, engineers, data scientists and problem solvers develop solutions that move the world forward. Additional information is available at www.kla.com (KLAC-F).

About Orbotech:

Orbotech Ltd. is a leading global supplier of performance improvement solutions and facilitating processes for the manufacture of electronic products. Orbotech Ltd. provides state-of-the-art solutions for the manufacture of printed circuit boards (PCBs), flat panels and semiconductor devices (SD), designed to enable the production of new generation of innovative electronic products and the cost-effectiveness of existing and future electronic production processes. Further information is available at www.orbotech.com (ORBK.F).

Forward-looking statements:
Statements contained in this press release other than historical facts, such as statements regarding the expected timing of the closing of the merger, are forward-looking statements, subject to the "Safe Harbor" provisions created by the Private Company. Securities Litigation Reform Act of 1995. The statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in these statements as a result of various factors including, but not limited to, compliance with or waiver of the remaining conditions at the close of the Merger to complete or waive the closing date, as well as other risks. and uncertainties, including those related to the merger. in our Form 10-K, 10-Q and 8-K reports and those included in our Form S-4 registration statement filed with the Securities and Exchange Commission (SEC) on May 16, 2018, as modified.

Further information and where to find them:

This press release relates to a business combination project involving KLA and Orbotech Ltd. ( "Orbotech"). This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities, or a solicitation of a vote or approval, nor will there be any sale, issue or or transfer of securities in a jurisdiction where such an offer, solicitation, sale, issue or transfer would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The proposed transaction has been submitted to Orbotech's shareholders for their consideration by way of the proxy / prospectus described below. Sure May 16, 2018, KLA filed with the SEC a registration statement on Form S-4 (the "Registration Statement"), which included a preliminary proxy statement / prospectus for Orbotech in connection with the merger an indirect subsidiary of KLA with and in Orbotech, with surviving Orbotech and with respect to the KLA ordinary shares to be issued as part of the proposed transaction. The registration statement has been amended and entered into force on June 7, 2018, a copy of the final proxy statement / prospectus contained therein was made available to Orbotech shareholders on June 7, 2018 and was sent to Orbotech shareholders on or about June 15, 2018 and the Extraordinary General Meeting of Shareholders of Orbotech was held on July 12, 2018. Sure January 31, 2019, KLA filed with the SEC a post-effective change in the registration statement to register additional shares of the KLA common shares to be issued as part of the proposed transaction. KLA and Orbotech may also file other documents with the SEC regarding the proposed transaction.

This press release does not replace any prospectus, proxy statement or any other document that KLA or Orbotech has or may file with the SEC in connection with the proposed transaction. Investors and securityholders of KLA and Orbotech are urged to read carefully the proxy / proxy circular and any other relevant documents that will be filed with the SEC as soon as they become available, as they will contain important information. on the proposed transaction.

You can get a free copy of all documents filed with the SEC regarding this transaction on the SEC's website (https://www.sec.gov/). In addition, investors and securityholders will be able to obtain free copies of the proxy statement, prospectus and other documents filed with the SEC by KLA on the KLA Investor Relations page (http: // ir .kla-tencor.com) or in writing. KLA, Investor Relations, 1 Technology Drive, Milpitas, CA 95035 (for documents filed by KLA with the SEC), or by Orbotech on the Orbotech Investor Relations page (https://investors.orbotech.com/) or by writing to Orbotech Ltd., Relations with investors, 7 Sanhedrin Boulevard, North Industrial Zone, Yavne 8110101 Israel (for documents filed with the SEC by Orbotech).

SOURCE KLA-Tencor Corporation

Related Links

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