Release from the Designation of Stock that Would Be Deemed to Enter a Grace Period
As announced in the press release "Notice Regarding the Execution of an Agreement to Combine Tokyo Electron Limited and Applied Materials, Inc." dated September 24, 2013, the press release "(Addition) Notice Concerning Added Disclosure for the 'Notice Regarding the Execution of an Agreement to Combine Tokyo Electron Limited and Applied Materials, Inc.' " dated October 2, 2013, and the press release "Notice Regarding the Scheme Change to Combine Tokyo Electron Limited and Applied Materials, Inc." dated February 15, 2014, Tokyo Electron Limited (President and Representative Director: Tetsuro Higashi) ("Tokyo Electron") agreed with Applied Materials, Inc. (President and CEO: Gary Dickerson) ("Applied Materials") to combine their respective businesses through a merger of equals (the "Business Combination") and executed a business combination agreement.
In response to the announcement of the Business Combination, as announced in the press release "Examination by the Tokyo Stock Exchange in connection with Business Combination with Applied Materials, Inc." dated September 25, 2013, the Tokyo Stock Exchange (the "TSE") announced on September 24, 2013 that the ordinary shares of HoldCo (defined below) would enter a grace period pertaining to not being a substantial surviving company from the effective date of the Business Combination, since the TSE had concluded that, in the case where such business combination is conducted, Tokyo Electron will be deemed to not be a substantial surviving company.
In such circumstances, the TSE completed its examination in accordance with its "criteria equivalent to the initial listing criteria" before the effective date of the Business Combination, and today, it has been determined that the holding company organized under the laws of the Netherlands to be the wholly owning parent company of Tokyo Electron and Applied Materials after the Business Combination (the present name of the company is Eteris B.V.) ("HoldCo") is in compliance with the requirements; and, therefore, if the ordinary shares of HoldCo are to be listed, the ordinary shares of HoldCo will continue to be listed definitively without entering a grace period.
Meanwhile, with respect to the listing of the ordinary shares of HoldCo to the 1st section of the TSE, HoldCo plans to be listed as a foreign company by so-called technical listings; however, the listing examination pertaining to technical listing is being conducted separately from the examination for not being a substantial surviving company described above, and the release from the designation of stock that would be deemed to enter a grace period as mentioned above does not constitute obtaining approval for the listing of the ordinary shares of HoldCo.
Forward-Looking Statements
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.
