Notice about Refiling of the Merger Notification Form with MOFCOM
Tokyo Electron Limited announces that the merger notification form was filed with and under the review of the Ministry of Commerce People’s Republic of China (MOFCOM) aimed at securing regulatory approval regarding the proposed business combination between Tokyo Electron and Applied Materials, Inc. However, the application has been refiled today to allow additional time to engage in constructive dialogue with MOFCOM.
The parties continue to expect to close the transaction in the second half of 2014.
This communication contains forward-looking statements, including but not limited to those regarding the business combination (the “Business Combination”) between Applied Materials, Inc. (“Applied Materials”) and Tokyo Electron Limited (“Tokyo Electron”) and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, trends and the future performance of their businesses, the synergies of Applied Materials and Tokyo Electron, and similar matters. 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 Business Combination in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all; the possibility of litigation (including related to the Business Combination itself); Applied Materials’ and Tokyo Electron’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies, growth and tax assets from the Business Combination; 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; Applied Materials’ and Tokyo Electron’s ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in the filings by Applied Materials and Eteris B.V. (old name: TEL-Applied Holdings B.V.), a new holding company, with the SEC and Tokyo Electron’s filings with the Financial Services Agency of Japan.
All forward-looking statements are based on management’s estimates, projections and assumptions as of September 24, 2013 or such later date as expressly indicated for a particular communication. Except as required under applicable law, none of Applied Materials, Tokyo Electron or Eteris B.V. undertakes any obligation to update any forward-looking statements.