SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 6)
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
Semitool, Inc.
(Name of Subject Company (Issuer))
Jupiter Acquisition Sub, Inc. (Offeror)
Applied Materials, Inc. (Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
816909105
(CUSIP Number of Class of Securities)
Joseph J. Sweeney, Esq.
Senior Vice President, General Counsel
and Corporate Secretary
Applied Materials, Inc.
3050 Bowers Avenue
P.O. Box 58039
Santa Clara, California 95052-8039
(408) 727-5555
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Keith A. Flaum, Esq.
Lorenzo Borgogni, Esq.
Dewey & LeBoeuf LLP
1950 University Avenue, Suite 500
East Palo Alto, CA 92612
(650) 845-7000
CALCULATION OF FILING FEE
| Transaction Valuation*: $373,489,952 | Amount of Filing Fee**: $20,841 |
| * | Estimated solely for the purpose of calculating the registration fee in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $11.00 (i.e. the tender offer price) and (ii) 33,953,632, the estimated maximum number of shares of Semitool common stock to be acquired in the tender offer (which number is composed of 32,751,356 shares of Semitool common stock outstanding as of November 16, 2009, 1,192,226 shares of Semitool common stock issuable upon the exercise of outstanding options having an exercise price of less than $11.00 and 10,050 shares of Semitool common stock subject to restricted stock units). |
| ** | The amount of the filing fee calculated in accordance with the Exchange Act, equals $55.80 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11(d) under the Exchange Act and Fee Rate Advisory #3 for fiscal year 2010, issued October 30, 2009. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount previously paid: $20,841 | Form or registration no.: Schedule TO-T | |
| Filing Party: Applied Materials, Inc. and Jupiter Acquisition Sub, Inc. | Date Filed: November 19, 2009 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) that was originally filed with the Securities and Exchange Commission on November 19, 2009 by (i) Jupiter Acquisition Sub, Inc., a Montana corporation (“Acquisition Sub”) and a wholly-owned subsidiary of Applied Materials, Inc., a Delaware corporation (“Applied”), and (ii) Applied. The Schedule TO relates to the purchase of all of the outstanding shares of common stock, no par value per share, of Semitool, Inc. at a purchase price of $11.00 per share, net to the seller in cash, without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) thereto, respectively. This Amendment is being filed on behalf of Acquisition Sub and Applied. The information set forth in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to Items 1 through 9 and 11 of this Amendment and is amended and supplemented by the information specifically provided herein.
Capitalized terms used and not defined in this Amendment have the meanings assigned to such terms in the Offer to Purchase.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11 of the Schedule TO is amended and supplemented by amending and supplementing the information set forth in Section 14 (Certain Legal Matters) of the Offer to Purchase as follows:
The following paragraph replaces the second paragraph under the caption “Antitrust” on page 49:
Pursuant to the requirements of the HSR Act, Applied, on behalf of itself and Acquisition Sub, and Semitool filed a Premerger Notification and Report Form with respect to the Offer and the Merger with the Antitrust Division and the FTC on November 17, 2009 and November 18, 2009, respectively. On December 2, 2009, Applied voluntarily withdrew its notification, and on December 4, 2009, re-filed the notification with the Antitrust Division and the FTC in order to begin a new waiting period under the HSR Act and provide the Antitrust Division and the FTC with additional time to review Applied’s acquisition of Semitool. On December 17, 2009, Applied was notified that the Antitrust Division and the FTC have granted early termination of the HSR Act waiting period applicable to the purchase of shares pursuant to the Offer.
| ITEM 12. | EXHIBITS. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibit:
(a)(17) Press Release issued by Applied Materials, Inc. on December 17, 2009.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| JUPITER ACQUISITION SUB, INC. | ||
| By: | /s/ THOMAS T. EDMAN | |
| Name: | Thomas T. Edman | |
| Title: | President | |
| APPLIED MATERIALS, INC. | ||
| By: | /s/ JOSEPH J. SWEENEY | |
| Name: | Joseph J. Sweeney | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: December 17, 2009
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| (a)(1) |
Offer to Purchase, dated November 19, 2009.* | |
| (a)(2) |
Form of Letter of Transmittal.* | |
| (a)(3) |
Form of Notice of Guaranteed Delivery.* | |
| (a)(4) |
Form of Letter from the Information Agent to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(5) |
Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(6) |
Instructions for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(7) |
Joint Press Release issued by Applied Materials, Inc. and Semitool, Inc. on November 17, 2009 (incorporated by reference to the Form 8-K filed by Applied Materials, Inc. with the
Securities and Exchange Commission on November 17, 2009). | |
| (a)(8) |
Summary Newspaper Advertisement published in The Wall Street Journal on November 19, 2009.* | |
| (a)(9) |
Press Release issued by Applied Materials, Inc. on November 19, 2009.* | |
| (a)(10) |
Complaint captioned Stationary Engineers Local 39 Pension Trust Fund vs. Semitool, Inc., et al. (Cause No. DV-09-1461 (B)) filed on November 19, 2009, in the Montana Eleventh Judicial District Court, County of Flathead.* | |
| (a)(11) |
Amended Complaint captioned Stationary Engineers Local 39 Pension Trust Fund vs. Semitool, Inc., et al. (Cause No. DV-09-1461 (B)) filed on November 25, 2009, in the Montana Eleventh Judicial District Court, County of Flathead.* | |
| (a)(12) |
Complaint captioned Stern vs. Thompson, et al. (Cause No. DV-09-1513(C)) filed on November 30, 2009, in the Montana Eleventh Judicial District Court, County of Flathead.* | |
| (a)(13) |
Press Release issued by Applied Materials, Inc. on December 2, 2009.* | |
| (a)(14) |
Press Release issued by Applied Materials, Inc. on December 7, 2009.* | |
| (a)(15) |
Complaint captioned Marvel vs. Thompson, et al. (Cause No. DV-09-1526(B)) filed on December 4, 2009, in the Montana Eleventh Judicial District Court, County of Flathead.* | |
| (a)(16) |
Press Release issued by Applied Materials, Inc. on December 8, 2009 (incorporated by reference to the Form 8-K filed by Applied Materials, Inc. with the Securities and Exchange Commission on December 8, 2009). | |
| (a)(17) |
Press Release issued by Applied Materials, Inc. on December 17, 2009. | |
| (d)(1) |
Agreement and Plan of Merger, dated as of November 16, 2009, by and among Applied Materials, Inc., Jupiter Acquisition Sub, Inc. and Semitool, Inc.* | |
| (d)(2) |
Noncompetition Agreement, dated as of November 16, 2009, by Larry E. Murphy in favor of and for the benefit of Applied Materials, Inc.* | |
| (d)(3) |
Noncompetition Agreement dated as of November 16, 2009, by Raymon F. Thompson in favor of and for the benefit of Applied Materials, Inc.* | |
| (d)(4) |
Form of Tender and Support Agreement, dated as of November 16, 2009, by and among Applied Materials, Inc., Jupiter Acquisition Sub, Inc. and each of the following: Raymon F. Thompson and Ladiene A. Thompson (and/or related trusts); Howard A. Bateman; Donald P. Bauman; Timothy C. Dodkin; Daniel J. Eigeman; Charles P. Grenier; Steven C. Stahlberg; Steven R. Thompson; Larry E. Murphy; Larry A. Viano; James L. Right; Paul M. Siblerud; Klaus Pfeifer and Richard C. Hegger.* | |
| (d)(5) |
Consulting Agreement, dated as of November 16, 2009, between Applied Materials, Inc. and Raymon F. Thompson.* | |
| (d)(6) |
Offer Letter, dated as of November 16, 2009, between Applied Materials, Inc. and Larry E. Murphy.* | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed with the Schedule TO. |
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Exhibit (a)(17)
APPLIED MATERIALS OBTAINS HSR CLEARANCE IN CONNECTION WITH
SEMITOOL TENDER OFFER
SANTA CLARA, Calif., December 17, 2009 — Applied Materials, Inc. (Nasdaq: AMAT) today announced that it has been granted early termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 by the U.S. Federal Trade Commission and the U.S. Department of Justice in connection with its $11.00 per share cash tender offer for all outstanding shares of Semitool, Inc. (Nasdaq: SMTL). The tender offer is due to expire today at 12:00 midnight, Eastern Standard Time.
Forward-Looking Statements
This press release contains forward-looking statements, including those relating to Applied’s anticipated acquisition of Semitool, and includes 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 or other closing conditions are not satisfied; 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.
Contacts
David Miller (business media) 408.563.9582
Betty Newboe (technical media) 408.563.0647
Michael Sullivan (financial community) 408.986.7977