KLA-Tencor Corporation (NASDAQ:KLAC) today announced the results of its
tender offer to acquire ICOS Vision Systems Corporation NV (Euronext:
IVIS). KLA-Tencor is the leading supplier of wafer front-end inspection
and metrology solutions to the global semiconductor industry; ICOS is a
leading supplier of packaging and interconnect inspection solutions for
the semiconductor industry, and has a market leadership 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. Additional details regarding the offer and related acceptance procedures
are set forth in the prospectus related to the offer. The prospectus is
available in Belgium free of charge at the counters of KBC Securities
KBC Bank, CBC Banque or by phone +32 3 283 29 70 (KBC telecenter) or
0800/92020 (CBC Banque) and at Petercam. Electronic versions of the
prospectus (including the acceptance form) are available on the
following websites: www.kbcsecurities.be
www.kbc.be, www.cbcbanque.be
www.petercam.be and www.kla-tencor.com. About KLA-Tencor: KLA-Tencor is the world leader in yield
management and process control solutions for semiconductor manufacturing
and related industries. Headquartered in San Jose, California
KLA-Tencor has sales and service offices around the world. An S&P 500
company, KLA-Tencor is traded on the NASDAQ Global Select Market under
the symbol KLAC. Additional information about KLA-Tencor is available at http://www.kla-tencor.com. About ICOS: ICOS designs and manufactures inspection equipment
for semiconductor packaging and interconnect applications. It is a
world-leading supplier of equipment for the visual inspection of IC´s
before they are used in various applications such as PC´s
portable phones or cars. ICOS´s systems
perform two- and three-dimensional (2D and 3D) inspection of IC´s
wafers, solar cells, substrates, sockets, etc. ICOS offers stand-alone
inspection systems, as well as inspection modules for integration. ICOS
is headquartered in Leuven, Belgium and has R&D centers in Belgium
Germany and Hong Kong, sales and support offices in Japan, the USA
Singapore, Hong Kong, Korea and Taiwan and production facilities in
Belgium, Hong Kong and China. Additional information on ICOS is
available at http://www.icos.be. Disclaimer: With the exception of the CBFA, no other authority in
any other jurisdiction has approved the prospectus (including any
supplement thereto). This approval does not entail an assessment of the
suitability or quality of the bid or any possible squeeze-out. The bid
is made only in Belgium and the United States, and no steps have been or
will be taken with a view to obtaining authorization to distribute the
prospectus in countries other than Belgium and the United States. Forward Looking Statements: Statements in this press release
other than historical facts, such as statements regarding the potential
benefits and synergies that may result from the transaction, the
anticipated settlement date for the shares tendered in the bid and the
expected timing for the reopening of the bid, are forward-looking
statements, and are subject to the Safe Harbor provisions created by the
Private Securities Litigation Reform Act of 1995. These forward-looking
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 such statements due to various
factors, including but not limited to those associated with demand for
the companies´ respective product lines; the
results of product development efforts; the success of product offerings
to meet customer needs within the timeframes required by customers in
these markets; disruption from the proposed acquisition making it more
difficult to maintain relationships with customers, vendors and
employees; the failure to obtain and retain expected synergies from the
proposed acquisition; unanticipated delays in the transferability of
funds, the timing of preparation and approval of any documentation
required in connection with the reopening of the bid or other factors.
For other factors that may cause actual results to differ materially
from those projected and anticipated in forward-looking statements in
this release, please refer to the Company´s
Annual Report on Form 10-K for the year ended June 30, 2007
subsequently filed Quarterly Reports on Form 10-Q and other filings with
the Securities and Exchange Commission (including, but not limited to
the risk factors described therein).
