SANTA CLARA, Calif.--(BUSINESS WIRE)--Dec. 2, 2009--
Applied Materials, Inc. (Nasdaq: AMAT) today announced that it has
voluntarily withdrawn its premerger notification and report form under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”)
filed on November 17, 2009 in connection with its announced $11.00 per
share cash tender offer for all outstanding shares of Semitool, Inc.
(Nasdaq: SMTL). Applied intends to re-file its premerger notification
and report form with the U.S. Federal Trade Commission and U.S.
Department of Justice (“DOJ”) on December 4, 2009, in order to begin a
new waiting period under the HSR Act and provide the DOJ with additional
time to conclude its review of the proposed acquisition.
Applied remains committed to working cooperatively with the DOJ as the
DOJ conducts its review of the proposed acquisition. The new waiting
period under the HSR Act will expire at 11:59 p.m., Eastern Standard
Time, on December 21, 2009, unless this period is earlier terminated.
The tender offer is expected to close later this month, subject to
customary closing conditions. Unless the tender offer is extended, the
offer and withdrawal rights will expire at 12:00 midnight, Eastern
Standard Time, on December 17, 2009. If, as of December 17, 2009, the
waiting period under the HSR Act has not been earlier terminated by the
DOJ, Applied expects to extend the tender offer so that it expires
concurrently with or after the waiting period under the HSR Act.
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’s anticipated acquisition of Semitool, 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 HSR Act or the antitrust laws of Germany are not
obtained, other closing conditions are not satisfied, and/or due to
pending litigation; and other risks described in Applied’s filings with
the Securities and Exchange Commission (the “SEC”). All forward-looking
statements are based on managements’ estimates, projections and
assumptions as of the date hereof, and Applied does not assume any
obligation to update any such statement.
About Applied
Applied (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 Applied, we apply
Nanomanufacturing Technology to improve the way people live. Learn more
at www.appliedmaterials.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 contain important information that
holders of Semitool securities should consider before making any
decision regarding tendering their securities. Applied 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, 20th 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 file annual
and special reports and other information with the SEC. You may read and
copy any reports or other information filed by Applied 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’s 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 www.sec.gov.
Source: Applied Materials, Inc.
Applied Materials, Inc.
David Miller, 408-563-9582
(business
media)
or
Betty Newboe, 408-563-0647
(technical media)
or
Michael
Sullivan, 408-986-7977
(financial community)
