Applied Materials successfully completes Semitool tender offer with over 94pc of shares tendered

SANTA CLARA, USA: Applied Materials Inc. today announced the successful completion of its $11.00 per share cash tender offer for all outstanding shares of Semitool Inc.

The tender offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. Applied expects to effect a second-step merger to complete its acquisition of Semitool by December 21, 2009. This acquisition will expand Applied’s capability to address emerging opportunities in the high-growth wafer packaging market and provides complementary systems and technology for advanced semiconductor manufacturing.

“Semitool is a strategic fit for Applied that strengthens our ability to address two important, high-growth markets in the semiconductor industry,” said Dr. Randhir Thakur, senior vice president and general manager of Applied’s Silicon Systems Group.

“Our enhanced product lineup will provide customers with the broadest range of manufacturing solutions for both chip fabrication and packaging to meet the accelerating demand for more powerful, sophisticated and cost-effective devices.”

Based on preliminary information from the depositary for the tender offer, 31,222,684 shares, representing over 94 percent of the outstanding shares of common stock of Semitool as of the close of business on December 17, 2009, were validly tendered and not withdrawn prior to the expiration of the tender offer.

All of such shares have been accepted for payment in accordance with the terms of the tender offer, including 1,462,914 of such shares that were tendered pursuant to the tender offer’s guaranteed delivery procedure.

As previously announced on November 17, 2009, Applied, its wholly-owned subsidiary, Jupiter Acquisition Sub, Inc., and Semitool entered into a merger agreement providing for the purchase by Jupiter Acquisition Sub Inc., pursuant to the tender offer, of all of the outstanding shares of Semitool for $11.00 per share, net to the seller in cash, without interest thereon and less any required withholding tax.

Under the merger agreement, Applied will acquire any remaining shares of Semitool that were not tendered pursuant to the tender offer (other than shares held by Applied or Semitool or by shareholders of Semitool who properly assert dissenters’ rights under Montana law) pursuant to a second-step merger for the same $11.00 per share cash consideration paid in the tender offer.

Applied expects to cause the merger to be completed by December 21, 2009. Following completion of the merger, Semitool will be operated as a part of Applied’s Silicon Systems Group.