Applied Materials commences tender offer for all outstanding shares of Semitool

SANTA CLARA, USA: Applied Materials Inc. announced the commencement of its tender offer for all outstanding shares of common stock of Semitool Inc. for $11.00 per share, net to the seller in cash, without interest and less any required withholding tax. The tender offer is being made in connection with the Agreement and Plan of Merger among Applied Materials, its wholly owned subsidiary, Jupiter Acquisition Sub, Inc., and Semitool, announced on November 17, 2009, and pursuant to an Offer to Purchase dated November 19, 2009.

The tender offer is scheduled to expire at 12:00 midnight, Eastern Standard Time, on December 17, 2009, unless extended. Following completion of the tender offer and, if required, receipt of approval by Semitool’s shareholders, Applied Materials expects to cause its acquisition subsidiary to consummate a merger with Semitool.

In this merger, any remaining Semitool shareholders (other than shareholders who properly assert dissenters’ rights under Montana law) will receive the same $11.00 cash purchase price per share, without interest and less any required withholding tax, as paid in the tender offer. The tender offer is subject to the conditions described in the Offer to Purchase, including the acquisition by Jupiter Acquisition Sub of more than 66 2/3 percent of Semitool’s outstanding stock on a fully diluted basis, regulatory approval and other customary closing conditions.

The Semitool board of directors has unanimously determined that the tender offer and the merger are fair to, and in the best interests of, Semitool’s shareholders and has approved and adopted the merger agreement and approved the tender offer and the merger. The Semitool board of directors unanimously recommends that Semitool’s shareholders tender their shares pursuant to the tender offer and, if required to consummate the merger, approve the merger agreement.

Applied Materials will file with the Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO, including the Offer to Purchase, setting forth in detail the terms and conditions of the tender offer. Semitool today will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Semitool’s board of directors that Semitool shareholders accept the tender offer and tender their shares pursuant to the tender offer.

The Depositary for the tender offer is BNY Mellon Shareowner Services, 480 Washington Boulevard, Jersey City, New Jersey 07310, Attn: Corporate Actions Department. The Information Agent for the tender offer is Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022.