UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
under the Securities Exchange Act of 1934
For the month of
March 2018
Commission File Number
000-12790
ORBOTECH LTD.
(Translation of Registrants name into English)
7 SANHEDRIN
BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, ISRAEL
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as
permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is
submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
On March 18, 2018,
KLA-Tencor
Corporation, a
Delaware corporation (
KLA-Tencor
), Tiburon Merger Sub Technologies Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of
KLA-Tencor
(
Merger Sub
), and Orbotech Ltd., a company organized under the laws of the State of Israel (
Orbotech
), entered into an Agreement and Plan of Merger (the
Merger Agreement
). Pursuant to the terms of the Merger Agreement, the acquisition of Orbotech will be accomplished through a merger of Merger Sub with and into Orbotech (the
Merger
) with Orbotech surviving
the Merger.
Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, at the effective
time of the Merger (the
Effective Time
), each ordinary share of Orbotech (the
Orbotech Shares
) issued and outstanding immediately prior to the Effective Time (other than shares of Orbotech Common Stock owned by
KLA-Tencor,
Orbotech, or any direct or indirect wholly owned subsidiary of
KLA-Tencor
or Orbotech immediately prior to the Effective Time) will be cancelled and extinguished
and automatically converted into the right to receive a combination of (A) $38.86 in cash, without interest plus (B) 0.25 of a validly issued, fully paid and nonassessable share of the common stock of
KLA-Tencor,
par value $0.001 per share (
KLA-Tencor
Common Stock
).
The Board of Directors of
KLA-Tencor
and the Board of Directors of Orbotech (the
Board
) have approved the Merger and the Merger Agreement. The transaction is subject to customary closing conditions of transactions between public United States and Israeli companies, including the absence of certain legal
impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance or approval by certain other antitrust or competition authorities in other
jurisdictions, the effectiveness of a registration statement on Form
S-4
registering the shares of
KLA-Tencor
Common Stock to be issued in connection with the Merger,
approval by the holders of a majority of the Orbotech Shares voting at a meeting (the
Shareholder Approval
) and approval by certain Israeli governmental authorities. The transaction is not subject to any financing condition.
The Merger Agreement contains customary representations, warranties and covenants of Orbotech,
KLA-Tencor
and Merger Sub, including, without limitation, those described herein.
Orbotech and
KLA-Tencor
have each agreed to carry on their respective businesses in all material respects in the ordinary course in substantially the same manner as heretofore conducted until the earlier of the termination of
the Merger Agreement and the Effective Time.
In addition, Orbotech has agreed not to (and not to authorize or permit any of its
representatives to), directly or indirectly, solicit, initiate, knowingly encourage, facilitate or induce the making, submission or announcement of an acquisition proposal. Orbotech has also agreed not to furnish
non-public
information to, or, subject to certain exceptions, participate or engage in negotiations with, third parties regarding an acquisition proposal. Notwithstanding these restrictions, prior to the
receipt of the Shareholder Approval, Orbotech may under certain circumstances provide
non-public
information to and participate in negotiations with third parties with respect to unsolicited bona fide written
acquisition proposals.
Prior to obtaining the Shareholder Approval, the Board may, among other things, change its recommendation that the
shareholders approve the Merger Agreement or terminate the Merger Agreement to enter into a definitive written agreement providing for a superior proposal, subject to complying with notice and other specified conditions, including negotiating with
KLA-Tencor
in good faith modifications to the terms and conditions of the Merger Agreement and the payment of a termination fee of $125 million.
The Merger Agreement contains certain termination rights for both
KLA-Tencor
and Orbotech, including, among others, the right of (i) Orbotech to terminate the Merger Agreement in order to enter into a definitive written agreement for an acquisition proposal that
constitutes a superior proposal and
(ii) KLA-Tencor
to terminate the Merger Agreement as a result of the Board changing its recommendation that shareholders approve the Merger Agreement. The Merger
Agreement also provides that under specified circumstances (including those in the immediately preceding sentence), Orbotech may be required to pay
KLA-Tencor
a termination fee of $125 million.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated by reference herein. We encourage you to read the Merger Agreement for a more complete understanding of the transaction. The Merger
Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any factual information about
KLA-Tencor,
Merger Sub or Orbotech.
This report on Form
6-K,
including the exhibit attached hereto, is filed
with the Securities and Exchange Commission (the
SEC
) and is incorporated by reference into the Registration Statements on Form
S-8
(Registration
No. 33-25782,
Registration
No. 33-78196,
Registration
No. 333-05440,
Registration
No. 333-06542,
Registration
No. 333-08404,
Registration
No. 333-09342,
Registration
No. 333-11124,
Registration
No. 333-12692,
Registration
No. 333-127979,
Registration
No. 333-154394,
Registration
No. 333-169146
and Registration
No. 333-207878)
of Orbotech Ltd. previously filed with the
Securities and Exchange Commission.
No Offer or Solicitation
This communication is being made in respect of a proposed business combination involving
KLA-Tencor
and Orbotech. This
document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein.
These forward-looking statements involve risks and uncertainties that could significantly affect the expected results of the proposed transaction and are based on certain key assumptions. Due to such uncertainties and risks, no assurances can be
given that such expectations will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The forward-looking statements contained herein include,
but are not limited to, the manner in which the parties plan to effect the transaction, including the share repurchase program; the ability of
KLA-Tencor
to raise additional capital necessary to complete the
repurchase program within the time frame expected; the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the parties ability to complete the
transaction considering the various closing conditions, including conditions related to regulatory and Orbotech shareholder approvals; the plans, strategies and objectives of management for future operations; product development, product extensions,
product integration, complementary product offerings and growth opportunities in certain business areas; the potential future financial impact of the transaction; and any assumptions underlying any of the foregoing. Actual results may differ
materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to the possibility that expected benefits of the transaction may not materialize as expected; that the transaction
may not be timely completed, if at all; or that
KLA-Tencor
may not be able to successfully integrate the solutions and employees of the two companies or ensure the continued performance or growth of
Orbotechs products or solutions.
In addition, other risks that
KLA-Tencor
faces include those detailed in
KLA-Tencors
filings with the Securities and Exchange Commission, including
KLA-Tencors
annual report on Form
10-K
for the
year ended June 30, 2017 and quarterly report on Form
10-Q
for the quarter ended December 31, 2017. Other risks that Orbotech faces include those detailed in Orbotechs filings with the
Securities and Exchange Commission, including Orbotechs annual report on Form
20-F
for the year ended December 31, 2017.
Additional Information and Where to Find It
The
proposed transaction will be submitted to the shareholders of Orbotech for their consideration.
KLA-Tencor
intends to file with the SEC a Registration Statement on Form
S-4
that will include a preliminary prospectus with respect to
KLA-Tencors
common stock to be issued in the proposed transaction and a proxy statement of Orbotech
in connection with the merger of an indirect subsidiary of
KLA-Tencor
with and into Orbotech, with Orbotech surviving. The information in the preliminary proxy statement/prospectus is not complete and may be
changed.
KLA-Tencor
may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form
S-4
filed with the SEC becomes
effective. The proxy statement/prospectus will be provided to the Orbotech shareholders.
KLA-Tencor
and Orbotech also plan to file other documents with the SEC regarding the proposed transaction. This document
is not a substitute for any prospectus, proxy statement or any other document that
KLA-Tencor
or Orbotech may file with the SEC in connection with the proposed transaction. Investors and security holders of
KLA-Tencor
and Orbotech are urged to read the proxy statement/prospectus and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will
contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov). In addition, investors and security holders
will be able to obtain free copies of the proxy statement/prospectus (when they become available) and other documents filed with the SEC by
KLA-Tencor,
on
KLA-Tencors
Investor Relations page
(ir.KLA-Tencor.com)
or by writing to
KLA-Tencor,
Investor Relations, 1 Technology
Drive, Milpitas, CA 95035 (for documents filed with the SEC by
KLA-Tencor),
or by Orbotech, on Orbotechs Investor Relations page (investors.Orbotech.com) or by writing to Orbotech Ltd., Investor
Relations, 7 Sanhedrin Boulevard, North Industrial Zone, Yavne 8110101 Israel (for documents filed with the SEC by Orbotech).
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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ORBOTECH LTD.
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(Registrant)
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By:
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/s/ Alon Rozner
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Alon Rozner
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Corporate Vice President and
Chief Financial Officer
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Date: March 21, 2018
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