Applied Materials announced the signing of a definitive mergeragreement under which Applied will acquire Varian for $63 per share incash for a total price of approximately $4.9 billion on a fully-dilutedbasis.
The acquisition will extend Applied’s leadership in waferfabrication equipment (WFE) with the addition of the technology leaderin ion implantation – a critical step in integrated circuitmanufacturing.
Additional Information and Where to Find It
Varian intends to file with the SEC a proxy statement in connection with theproposed acquisition. The definitive proxy statement will be sent orgiven to Varian stockholders and will contain important informationabout the proposed Merger and related matters. SECURITY HOLDERS AREURGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they becomeavailable), and any other documents filed by Varian with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. Inaddition, security holders will be able to obtain free copies of theproxy statement from Varian by contacting Investor Relations by mail atVarian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by telephone at 978-282-2000.
Participants in the Solicitation
Varian and Applied, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies fromVarian’s stockholders in connection with the proposed acquisition. Information about Varian’s directors and executive officers is set forth in Varian’s proxy statement for its 2011 Annual Meeting of Stockholders filed with the SEC on December 1, 2010, and its Form 10-K for the yearended October 1, 2010 filed on November 22, 2010. These documents areavailable free of charge at the SEC’s web site at www.sec.gov, and fromVarian by contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor RelationsDepartment; or by telephone at 978-282-2000, or by going to Varian’sInvestor Relations page on its corporate web site at www.vsea.com. Information about Applied’s directors and executive officers is setforth in Applied’s proxy statement for its 2011 Annual Meeting ofStockholders filed with the SEC on January 27, 2011, and its Form 10-Kfor the year ended October 31, 2010 filed on December 10, 2010. Thesedocuments are available free of charge at the SEC’s web site atwww.sec.gov, and from Applied by contacting Investor Relations by mailat Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, or by goingto Applied’s Investor Relations page on its corporate web site atwww.appliedmaterials.com. Additional information regarding theinterests of participants in the solicitation of proxies in connectionwith the acquisition will be included in the proxy statement that Varian intends to file with the SEC.
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