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8-K - FORM 8-K - APPLIED MATERIALS INC /DE | f59074e8vk.htm |
EX-2.1 - EX-2.1 - APPLIED MATERIALS INC /DE | f59074exv2w1.htm |
Exhibit 99.1
Media Contact: Howard Clabo, 408.223.5864
Investor Contact: Michael Sullivan, 408.209.4119
Investor Contact: Michael Sullivan, 408.209.4119
Applied Materials to Acquire Varian Semiconductor Equipment Associates
Deal would extend Applieds leadership in chip equipment
Combination better able to help customers solve increasing chip complexity, transistor scaling and
3-D design challenges
Live conference call and webcast today at 5:30 a.m. PDT, 8:30 a.m. EDT
Santa Clara, Calif. and Gloucester, Mass. May 4, 2011 Applied Materials, Inc. (Applied)
(Nasdaq: AMAT) and Varian Semiconductor Equipment Associates, Inc. (Varian) (Nasdaq: VSEA) today
announced the signing of a definitive merger agreement under which Applied will acquire Varian for
$63 per share in cash for a total price of approximately $4.9 billion on a fully-diluted basis.
The price represents a 55 percent premium to yesterdays closing price, or a 38 percent premium to
Varians 30 day average closing price. Varian is the leading supplier of ion implantation
equipment used by chip makers around the world. Following the close of the transaction, Varian
will operate as a business unit of Applieds Silicon Systems Group and continue to be based in
Gloucester, Mass. The transaction is expected to be accretive to Applieds earnings on a non-GAAP
basis in the first year.
The acquisition will extend Applieds leadership in wafer fabrication equipment (WFE) with the
addition of the technology leader in ion implantation a critical step in integrated circuit
manufacturing. Varians ion implant products complement Applieds Silicon Systems Groups
successful suite of products in the areas of transistor, interconnect, wafer level packaging and
patterning. The combined company will provide customers a broad product portfolio for transistor
formation, enabling the manufacture of higher performance chips particularly for mobile
applications with faster speeds and longer battery life. In addition, Varians technology has
strong potential to extend into adjacent markets, including solar, display and light emitting
diodes.
Varian is a great fit for our strategy to profitably grow share in our core semiconductor business
with best-in-class technology and talent, said Mike Splinter, chairman and chief executive officer
of Applied. The pace of product innovation is accelerating, requiring devices that are more
mobile, more connected and more personalized. These global trends are driving our customers to
find new solutions for smaller transistors and faster and higher performance chips, while pushing
the boundaries of innovation. Combined, Applied and Varian will be better positioned to help our
customers solve these complex challenges and deliver long-term value to shareholders.
We believe the opportunity is very attractive for Varians customers, employees and shareholders,
said Varians chief executive officer Gary Dickerson. In addition to our
combined strengths in the semiconductor space, Applieds proven capability to extend its technology
to adjacent markets like solar and display can help unlock the tremendous potential of ion
implantation in these markets.
Trends in chip complexity, transistor scaling and 3-D design are driving growth in the ion
implantation market. Applieds broad capability in semiconductor equipment and Varians ion implant
expertise will allow us to work more closely with our customers on integrated process solutions at
the transistor level, said Dr. Randhir Thakur, executive vice president and general manager of
Applieds Silicon Systems Group. We are excited to welcome Varians highly talented team with a
history of successful innovation, execution and customer focus.
The merger received unanimous approval by the Boards of Directors of both companies. Under the
terms of the merger agreement, Varian shareholders will receive $63 in cash for each share of
Varian stock they hold at the time of closing. The closing of the acquisition is subject to
customary conditions, including approval by Varians shareholders and review by U.S. and
international regulators.
Applied expects to fund the transaction with a combination of existing cash balances and debt.
Applied has secured a commitment for a $2 billion, one-year senior bridge loan facility and plans
to arrange for long-term debt financing. Applied also has in place an existing, undrawn $1 billion
revolving credit facility. Additional financing arrangements are expected to include replacement
of the existing credit facility with a new four-year, $1.5 billion revolving credit facility.
Applied remains committed to a strong investment grade capital structure.
Conference Call and Webcast
Applied and Varian will discuss the announcement on a webcast and conference call today beginning
at 5:30 a.m. PDT, 8:30 a.m. EDT. The live webcast will be available on the Applied website at
www.appliedmaterials.com. The live conference call phone number is 1-877-356-9175 (International,
1-706-679-5064), with passcode 64594062. The conference call replay number is 1-800-642-1687
(International 1-706-645-9291), with passcode 64594062. The conference call replay and webcast
replay will be available at www.appliedmaterials.com starting at 5:00 p.m. PDT, 8:00 p.m. EDT
today.
About Applied Materials
Applied Materials, Inc. (Nasdaq: AMAT) is the global leader in providing innovative equipment,
services and software to enable the manufacture of advanced semiconductor, flat panel display and
solar photovoltaic products. Our technologies help make innovations like smartphones, flat screen
TVs and solar panels more affordable and accessible to consumers and businesses around the world.
At Applied Materials, we turn todays innovations into the industries of tomorrow. Learn more at
www.appliedmaterials.com.
About Varian Semiconductor Equipment Associates, Inc.
Varian Semiconductor is a leading supplier of ion implantation equipment used in the fabrication of
semiconductor chips. Varian Semiconductors products are used by chip manufacturers worldwide to
produce high-performance semiconductor devices. Customers have made Varian
Semiconductor the market leader in ion implant because of its architecturally superior products
that lower their costs and improve their productivity.
Varian Semiconductor provides support, training, and after-market products and services that help
its customers to obtain high utilization and productivity, reduce operating costs, and extend
capital productivity of customer investments through multiple product generations. Varian
Semiconductor has ranked #1 in the VLSI Research Customer Satisfaction Survey 13 times over the
last 14 years. Varian Semiconductor operates globally and is headquartered in Gloucester,
Massachusetts. More information can be found on Varian Semiconductors web site at www.vsea.com.
Forward-Looking Statements
This press release contains forward-looking statements, including those regarding Applieds
proposed acquisition of Varian; the impact on Applieds earnings, strategic position, product
offerings in semiconductor and adjacent markets, ability to serve customers requirements, and
delivery of long-term value to stockholders; benefits to Varians customers, employees and
stockholders; anticipated financing activities and their impact on Applieds capital structure; and
all statements other than those of historical fact. 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 proposed merger in a timely manner or at all; satisfaction
of the conditions precedent to consummation of the proposed merger, including the ability to secure
regulatory approvals in a timely manner or at all, and approval by Varians stockholders; the
possibility of litigation (including related to the transaction itself); successful completion of
anticipated financing arrangements; Applieds ability to successfully integrate Varians
operations, product lines, technology and employees and realize synergies from the proposed merger;
unknown, underestimated or undisclosed commitments or liabilities; 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; Applieds ability to (i) develop, deliver and support a broad
range of products, expand its markets and develop new markets, (ii) timely align its cost
structure with business conditions, and (iii) attract, motivate and retain key employees; and other
risks described in Applieds and Varians SEC filings. All forward-looking statements are based on
managements estimates, projections and assumptions as of the date hereof. Neither Applied nor
Varian undertakes any obligation to update any forward-looking statements.
Additional Information and Where to Find It
Varian intends to file with the Securities and Exchange Commission (the SEC) a proxy statement in
connection with the proposed merger with Applied. The definitive proxy statement will be sent or
given to the shareholders of Varian and will contain important information about the proposed
merger and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE. The proxy
statement and other relevant materials (when they become available), and any other documents filed
by Varian with the SEC, may be obtained free of charge at the SECs website, at www.sec.gov. In
addition, security holders will be able to obtain free copies of the proxy statement from Varian by
contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930,
Attn: Investor Relations Department; or by telephone at 978-282-2000.
Participants in the Solicitation
Varian and Applied and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Varians shareholders in connection with the
proposed merger. Information about Varians directors and executive officers is set forth in
Varians proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC
on December 1, 2010, and its Annual Report on Form 10-K for the year ended October 1, 2010, which
was filed with the SEC on November 22, 2010. These documents are available free of charge at the
SECs web site at www.sec.gov, and from Varian by contacting Investor Relations by mail at Varian
Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by
telephone at 978-282-2000, or by going to Varians Investor Relations page on its corporate web
site at www.vsea.com. Information about Applieds directors and executive officers is set forth in
Applieds proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC
on January 27, 2011, and its Annual Report on Form 10-K for the year ended October 31, 2010, which
was filed with the SEC on December 10, 2010. These documents are available free of charge at the
SECs web site at www.sec.gov, and from Applied by contacting Investor Relations by mail at Applied
Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor
Relations Department, or by going to Applieds 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 merger will be included in the proxy statement that
Varian intends to file with the SEC.