Report of Foreign Issuer (6-k)
03 Maio 2018 - 6:14PM
Edgar (US Regulatory)
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
May 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): ☐
Information Contained in this Report on Form
6-K
KLA-Tencor
Corporation
(
KLA-Tencor
) announced today that (1) on May 2, 2018, the
30-day
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, related to the proposed merger of
KLA-Tencor
with Orbotech Ltd. (
Orbotech
) expired, and (2) on May 2, 2018, the Israel Antitrust Authority granted
KLA-Tencors
request for an exemption from any premerger notification requirement in Israel related to the proposed merger with Orbotech.
This report on Form
6-K
is furnished with the Securities and Exchange Commission. This report
shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1943.
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, synergies and costs of the transaction; management plans relating to the transaction, including with respect to Orbotechs ownership interest in Frontline; 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
This communication is being made in respect of a proposed business combination involving
KLA-Tencor
and Orbotech. This communication 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. 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 communication 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
Corporation, 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).
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
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Chief Financial Officer
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Date: May 3, 2018
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