FREMONT, Calif., and
MILPITAS, Calif., Feb. 19, 2016 /PRNewswire/ -- Lam Research
Corporation (Nasdaq: LRCX) and KLA-Tencor Corporation (Nasdaq:
KLAC) today announced that matters presented at the respective
meetings of the Lam Research stockholders and the KLA-Tencor
stockholders held on February 19,
2016 relating to the October 20,
2015 merger agreement were approved. Lam Research
stockholders approved the issuance of shares required to complete
the acquisition of KLA-Tencor, and KLA-Tencor stockholders approved
the adoption of the merger agreement.
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At the special meeting of Lam Research stockholders,
approximately 99% of the votes were cast in favor of the proposal
to issue shares of Lam Research common stock to KLA-Tencor
stockholders in connection with the merger. Also at the special
meeting, approximately 99% of the votes (representing approximately
80% of the outstanding shares of Lam Research entitled to vote on
the proposal) were cast in favor of the proposal to amend the Lam
Research certificate of incorporation, to increase the number of
authorized shares of Lam Research stock from 405,000,000 to
590,000,000 and the number of authorized shares of Lam Research
common stock from 400,000,000 to 585,000,000.
At the special meeting of KLA-Tencor stockholders, approximately
99% of the votes (representing approximately 75% of the outstanding
shares of KLA-Tencor entitled to vote on the proposal) were cast in
favor of the proposal to adopt the merger agreement.
The other matters presented at the special meetings relating to
the merger and merger agreement that were described in the joint
proxy statement/prospectus of Lam Research and KLA-Tencor were also
approved by the Lam Research or KLA-Tencor stockholders,
respectively.
"We are progressing toward the successful integration of Lam and
KLA-Tencor and remain confident that we can secure approvals
necessary to complete the transaction in mid-2016," said
Martin Anstice, President and CEO of
Lam Research.
Cautionary Statement Regarding Forward-Looking
Statements
Statements made in this press release that are not of historical
fact are forward-looking statements and are subject to the safe
harbor provisions created by the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements relate to, but
are not limited to references to (1) the ability of Lam Research
and KLA-Tencor to obtain the regulatory approvals required to
consummate the proposed merger; (2) the expected timetable for
completing the proposed transaction; and (3) the combined
companies' integration. These forward-looking statements are
based upon the current beliefs and expectations of the management
of Lam Research and KLA-Tencor and involve risks and uncertainties
that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond Lam Research's
and KLA-Tencor's ability to control or estimate precisely and
include, without limitation: the ability to obtain governmental
approvals of the merger or to satisfy other conditions to the
merger on the proposed terms and timeframe; the possibility that
the merger does not close when expected or at all, or that the
companies may be required to modify aspects of the merger to
achieve regulatory approval; and other risks and uncertainties,
including those detailed from time to time in Lam Research's and
KLA-Tencor's periodic reports (whether under the caption Risk
Factors or Forward Looking Statements or elsewhere). Neither Lam
Research nor KLA-Tencor can give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. Neither Lam Research nor KLA-Tencor nor any other
person undertakes any obligation to update or revise publicly any
of the forward-looking statements set out herein, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of Lam
Research, KLA-Tencor, or the merged company, following the
implementation of the merger or otherwise.
About Lam Research:
Lam Research Corp. (Nasdaq: LRCX) is a trusted global supplier
of innovative wafer fabrication equipment and services to the
semiconductor industry. Lam's broad portfolio of market-leading
deposition, etch, and clean solutions helps customers achieve
success on the wafer by enabling device features that are 1,000
times smaller than a grain of sand, resulting in smaller, faster,
more powerful, and more power-efficient chips. Through
collaboration, continuous innovation, and delivering on
commitments, Lam is transforming atomic-scale engineering and
enabling its customers to shape the future of technology. Based in
Fremont, Calif., Lam Research is a
Nasdaq-100 Index® and S&P 500® company
whose common stock trades on the Nasdaq Global Select
MarketSM under the symbol LRCX. For more information,
please visit http://www.lamresearch.com. (LRCX-F)
About KLA-Tencor:
KLA-Tencor Corporation, a leading provider of process control
and yield management solutions, partners with customers around the
world to develop state-of-the-art inspection and metrology
technologies. These technologies serve the semiconductor, LED, and
other related nanoelectronics industries. With a portfolio of
industry standard products and a team of world-class engineers and
scientists, the company has created superior solutions for its
customers for nearly 40 years. Headquartered in Milpitas, Calif., KLA-Tencor has dedicated
customer operations and service centers around the world.
Additional information may be found at www.kla-tencor.com.
(KLAC-F)
More Resources: More information about this transaction is
available on Lam's IR website at http://investor.lamresearch.com/
and on KLA-Tencor's IR website at http://ir.kla-tencor.com/.
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SOURCE KLA-Tencor Corporation