YAVNE, Israel, Jan. 31, 2019 /PRNewswire/ -- Orbotech Ltd.
(NASDAQ: ORBK), a leading global supplier of yield-enhancing and
process-enabling solutions for the manufacture of electronics
products, announced today that it has received, in connection with
the pending merger transaction between Orbotech and KLA-Tencor
Corporation ("KLA-Tencor"), a ruling from the Israel Tax
Authority (the "ITA") relating to the withholding of Israeli
tax applicable to the merger consideration payable to its
shareholders and to its employees who are not residents of
Israel.
Orbotech has also applied for rulings from the ITA with respect
to a deferral of the obligation of Orbotech shareholders who are
Israeli tax residents, to pay Israeli tax on the exchange of
Orbotech shares for KLA-Tencor common stock. If and when received,
Orbotech will issue a press release and submit a Form 6-K or other
documents to the Securities and Exchange Commission (the
"SEC") disclosing the details of any such ruling.
For further information on the withholding tax ruling issued by
the ITA, please refer to Orbotech's Report on Form 6-K dated
January 31, 2019, SEC file number
000-12790.
About Orbotech Ltd.
Orbotech Ltd. is a leading global supplier of yield-enhancing
and process-enabling solutions for the manufacture of electronics
products. Orbotech provides cutting-edge solutions for use in the
manufacture of printed circuit boards (PCBs), flat panel displays
(FPDs), and semiconductor devices (SDs), designed to enable the
production of innovative, next-generation electronic products and
improve the cost effectiveness of existing and future electronics
production processes. Orbotech's core business lies in enabling
electronic device manufacturers to inspect and understand PCBs and
FPDs and to verify their quality ('reading'); pattern the desired
electronic circuitry on the relevant substrate and perform
three-dimensional shaping of metalized circuits on multiple
surfaces ('writing'); and utilize advanced vacuum deposition and
etching processes in SD and semiconductor manufacturing
('connecting'). Orbotech refers to this 'reading',
'writing' and 'connecting' as enabling the 'Language of
Electronics'. For more information, visit www.orbotech.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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; the expected timing
of receipt of antitrust approval in China and the completion of the transaction;
the parties' ability to complete the transaction considering
the various closing conditions, including conditions related to
regulatory approvals; the ability of Orbotech to obtain certain
rulings from the Israel Tax Authority in connection with the merger
consideration in Israel; 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 Orbotech's products or
solutions.
In addition, other risks that KLA-Tencor faces include those
detailed in KLA-Tencor's filings with the SEC, including
KLA-Tencor's annual report on Form 10-K for the year ended
June 30, 2018 and subsequent SEC
filings. Other risks that Orbotech faces include those detailed in
Orbotech's filings with the SEC, including Orbotech's annual report
on Form 20-F for the year ended December 31,
2017 and subsequent SEC filings. The Company is subject to
the foregoing and other risks detailed in those reports. The
Company assumes no obligation to update the information in this
report to reflect new information, future events or otherwise,
except as required by law.
Additional Information and Where to Find It
This press release is provided in respect of a proposed business
combination involving KLA-Tencor and Orbotech. This report 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 was submitted to the
shareholders of Orbotech for their consideration through the proxy
statement/prospectus described below. On May
16, 2018, KLA-Tencor filed with the SEC a Registration
Statement on Form S-4 (the "Registration Statement") that included
a preliminary proxy statement/prospectus with respect to Orbotech
in connection with the merger of an indirect subsidiary of
KLA-Tencor with and into Orbotech, with Orbotech surviving, and
with respect to KLA-Tencor's common stock to be issued in the
proposed transaction. The Registration Statement was amended and
declared effective on June 7, 2018, a
copy of the final proxy statement/prospectus contained therein was
first made available to Orbotech shareholders on June 7, 2018 and was mailed to Orbotech
shareholders on or about June 15,
2018 and the Extraordinary General Meeting of shareholders
of Orbotech was held on July 12,
2018. KLA-Tencor and Orbotech also plan to file other
documents with the SEC regarding the proposed transaction.
This press release is not a substitute for any prospectus, proxy
statement or any other document that KLA-Tencor or Orbotech has or
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 SEC's website
(www.sec.gov). In addition, investors and security holders will be
able to obtain free copies of the proxy statement/prospectus and
other documents filed with the SEC by KLA-Tencor on KLA-Tencor's
Investor Relations page (http://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 Orbotech's
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).
Orbotech Company Contacts:
Rami Rozen
VP of Investor Relations
Tel: +972-8-942-3582
Investor.relations@orbotech.com
Tally Kaplan Porat
Director of Corporate Marketing
Tel: +972-8-942-3603
Tally-Ka@orbotech.com
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SOURCE Orbotech Ltd.