Filed by Applied Materials, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Applied Materials, Inc.; Tokyo Electron Limited
Commission File No.: 000-06920
Date: September 24, 2013
Speaker/original language Script E Speaker/original language
Gary Dickerson/English The joining together of Applied Gary Dickerson/English
Materials and Tokyo Electron is an
historic move to create a new global
innovator for the semiconductor and
display industries. We’re bringing
together great people and very strong
technology and products to
accelerate the value we create for our
customers, create greater value for
shareholders, and more opportunities
for our employees. I’m very excited
about this merger of equals and
believe that together we will create a
better future for our new company.
Working together we can solve our
customers’ high value problems
better, faster, and at lower cost.
Higashi/Japanese There are three significant things Higashi/Japanese
about this merger. The first is that it is
bringing together two leading
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companies from Japan and the
United States in a merger of equals.
The second is that each company
has an extremely broad technical
product range.
A further point is that this merger
represents a decision to create a truly
global company. I believe this is
highly significant for the development
of Japanese and US technology and
also for the overall semiconductor
industry.
Tsuneishi/Japanese This merger makes it possible for us Tsuneishi/Japanese
to envision growth in this industry for
the next 50, 60 or 100 years. The
new company will bring together
global technology, people and
management assets to drive the
entire organization forward. We will
see a new level of evolution. This will
enable us to support and earn even
greater appreciation from our
customers.
(appreciation)
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Michael Splinter/English A merger of a Japanese and an
American technology leader has
never been done before. We will be
part of something new and very
special. This great challenge will take
all of us, working together across our
different countries, cultures, product
lines and areas of expertise.
Bob Halliday/English I think initially I need to communicate
the strategic value of the transaction,
as CFO, to investors employees and
customers. I think the second part is
to get to know all of the people at
Tokyo Electron, because I think you
build relationships with people, and
that’s what drives companies. It isn’t
processes, it isn’t build instructions, it
isn’t policies. It’s personal
relationships, because those
personal relationships will help you
CFO
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bridge and transition through all the
challenges you might have.
Barry Meyer/English We will have the most talented group Barry Meyer/English
of employees, spanning the globe,
ready, willing and able to not only
meet but exceed all of our customers’
expectations. Both of our companies
have had a long legacy of success
that has been built around the hard
work and incredible dedication of all
of our employees.
Mary Humiston/English This is just the start of the journey Mary Humiston/English
and I think as we enter into the
integration phase we all have the
ability to shape it, and to create
history. We will, for sure, individually
learn a lot, and there will be personal
growth. In addition, there will be more
development opportunities, for our
combined employees going forward
than ever before, and more career
growth opportunities.
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Tsuneishi/Japanese In this new company, everyone will Tsuneishi/Japanese
be able to contribute to our industry
leadership and our winning strategy. I
firmly believe that when people look
back in years to come, they will be
proud of the company they helped to
create.
Kitayama/Japanese The multiplier effect is very important. Kitayama/Japanese
This means that each company has
to make progress. If we don’t each up
our game by more than a factor of
one, the outcome will be zero. One
times zero is always zero. But once
we break through one, the sky is the
limit. That’s what we should be
aiming for.
Randhir Thakur/English We both share the same passion of Randhir Thakur/English
innovating at the leading edge of our
customers’ roadmaps, and our
workforce is the best in the
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(winner)
semiconductor equipment industry.
Our combined operation will create a
world class team of engineers
working in the field, that will enable us
to better understand and respond to
our customers’ needs. As devices get
more and more complex, our
customers will be able to count on us
to have an even broader and deeper
capability to support them.
Ito/Japanese Bringing our two leading companies Ito/Japanese
together is a potent combination of
Applied Material’s expertise in
materials development and Tokyo
Electron’s strength in equipment
development. We have the
opportunity here to provide incredible
value to our customers.
Ali Salehpour/ English What we’ll be able to do, is we’ll be Ali Salehpour/ English
able to accelerate the industry
roadmap, both in device performance
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and in yield, and perhaps more
importantly on cost. Most of these
technologies require major
innovation, and I think between the
complementary pieces that we have
in these companies we should now
be able to look at unique ways to
solve device performance yield and
the cost factors that our customers
are looking for
Washino/Japanese In displays there are multiple new Washino/Japanese
technologies being developed, from
OLED and flexible displays through to
3D. This brings us significant
opportunities but also many
challenges. The technical hurdles in
these new businesses are very high,
and merely combining our existing
knowledge won’t be enough to clear
them. Our teams are going to have to
reach determinedly for the next level.
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Higashi/English Now, world history and economics is
changing rapidly, so it’s time for us to
change.
Tsuneishi/English This merger, really, is going to bring Tsuneishi/English
explosive innovation.
Washino/English That will create challenges and Washino/English
opportunities for everyone in the
team
Ito/English We can do it. We are top companies Ito/English
in this industry. We can produce great
value
Randhir Thakur/Japanese I am very much looking forward to Randhir Thakur/Japanese
working with my new colleagues in
Japan.
Gary Dickerson/English This merger is a bold step forward Gary Dickerson/English
that will shape the industry for the
next 50 years and beyond. We are
confident that we can work together
as one team to achieve our vision.
Nihon no shain no katagata to issho ni o-shigoto suru no wa, tanoshimi ni shite imasu.
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Higashi/Japanese This merger is driven by our Higashi/Japanese
determination to create growth, and
that has to be positive for our
employees. We simply would not be
doing this if it didn’t lead to a brighter
future.
Mike Splinter/English I’d like to ask all the employees of Mike Splinter/English
Tokyo Electron and Applied Materials
to join together in the spirit of forming
this new company and new family.
This is our future.
This is our future.
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Forward-Looking Statements
This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between Applied Materials, Inc. (“Applied Materials”), and Tokyo Electron Limited (“Tokyo Electron”) (the “Business Combination”) and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the persons to be appointed officers and directors of a to-be-formed holding company (“HoldCo”), trends and the future performance of their businesses, the synergies of Applied Materials and Tokyo Electron, and similar things. Forward-looking statements may contain words such as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate” or similar expressions, 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 expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Applied Materials’ and Tokyo Electron’s stockholders; the possibility of litigation (including related to the transaction itself); Applied Materials’ and Tokyo Electron’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies, growth and tax assets from the Business Combination; unknown, underestimated or undisclosed commitments or liabilities; the potential impact of the announcement or consummation of the proposed transactions on the parties’ relationships with third parties; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers’ new technology and capacity requirements; Applied Materials’ and Tokyo Electron’s ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in the Applied Materials’ filings with the Securities & Exchange Commission (the “SEC”). Tokyo Electron’s filings with the Financial Services Agency of Japan and the S-4 registration statement to be filed by HoldCo. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Except as required under applicable law, none of Applied Materials, Tokyo Electron or HoldCo undertakes any obligation to update any forward-looking statements.
No Offer or Solicitation
This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations in the Netherlands and Japan.
Additional Information and Where to Find It
Applied Materials and Tokyo Electron intend to cause HoldCo to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to HoldCo’s ordinary shares to be issued in the Business Combination and a proxy statement of Applied Materials in connection with the Business Combination between Applied Materials and Tokyo Electron. The definitive Registration Statement will contain important information about the proposed Business Combination and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The Registration Statement and other relevant materials (when they become available) and any other documents filed by Applied Materials, HoldCo or Tokyo Electron with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the Registration Statement from Applied Materials or Tokyo Electron by contacting either (1) Investor Relations by mail at Applied Materials, 3050 Bowers
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Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95054-3299, Attn: Investor Relations Department, by telephone at 408-748-5227, or by going to Applied Materials’ Investor Relations page on its corporate web site at www.appliedmaterials.com or (2) Tokyo Electron’s Public Relations Group, by mail at Tokyo Electron, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by telephone at 512-424-1757, or by email at telpr@tel.com, or by going to Tokyo Electron’s Investor Relations page on its corporate web site at www.tel.com.
Participants in the Solicitation
Applied Materials, Tokyo Electron, HoldCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Applied Materials’ stockholders in connection with the proposed Business Combination. Information about Applied Materials’ directors and executive officers is set forth in Applied Materials’ Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on January 22, 2013, and its Annual Report on Form 10-K for the fiscal year ended October 28, 2012, which was filed with the SEC on December 5, 2012. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from Applied Materials by contacting Investor Relations by mail at Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95054-3299, Attn: Investor Relations Department, or by going to Applied Materials’ Investor Relations page on its corporate web site at www.appliedmaterials.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement that Applied Materials and Tokyo Electron intend to cause HoldCo to file with the SEC.
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