KLA-Tencor to Acquire Orbotech for $3.4 Billion

On March 19, 2018, KLA-Tencor, a leading provider of process control and yield management solutions, and Orbotech, a global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronics products, announced that they have entered into a definitive agreement pursuant to which KLA-Tencor will acquire Orbotech for an equity value of $3.4 billion and an enterprise value of $3.2 billion. In addition, KLA-Tencor announced a $2 billion share repurchase authorization. Wilson Sonsini Goodrich & Rosati is acting as U.S. legal counsel to KLA-Tencor in the transaction.

Under the terms of the agreement, KLA-Tencor will offer $38.86 in cash and 0.25 of a share of KLA-Tencor common stock in exchange for each ordinary share of Orbotech, implying a total consideration of approximately $69.02 per share. In addition, the share repurchase program is targeted to be completed within 12 to 18 months following the close of this transaction. The transaction has been approved by the board of directors of each company and is expected to close before the end of calendar year 2018, subject to approval by Orbotech's shareholders, required regulatory approvals, and the satisfaction of the other customary closing conditions.

The WSGR team representing KLA-Tencor in the transaction includes:

Corporate/M&A:
Bradley Finkelstein, Partner
Douglas Schnell, Partner
John Olson, Associate
Emma Sarkisyan, Associate
Brian Chan, Associate

Technology Transactions:
John McGaraghan, Partner
Barath Chari, Associate

Employee Benefits and Compensation:
Scott McCall, Partner
Brandon Gantus, Partner

Tax:
Myra Sutanto Shen, Partner

Finance:
Erik Franks, Partner
Dana Hall, Associate

Regulatory and Compliance:
Anne Seymour, Associate

FCPA:
Lawrence Perrone, Of Counsel

Employment Litigation and Labor:
Briza Sanchez, Associate
Joseph Horne, Associate
Brian Kennedy, Associate

Environmental:
Martin Sul, Counsel

Click here to the read the companies' joint press release.