Exhibit 99.1
NEWS RELEASE
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KLA-Tencor Contacts:
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Jeff Hall |
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Chief Financial Officer |
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(408) 875-6800 |
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jeff.hall@kla-tencor.com |
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Uma Subramaniam (Media) |
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Director, Corporate Communications |
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(408) 875-5473 |
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uma.subramaniam@kla-tencor.com |
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ADE Contact:
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Brian James |
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Executive Vice President and |
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Chief Financial Officer |
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(781) 467-3500 |
FOR IMMEDIATE RELEASE
May 26, 2006
KLA-TENCOR AND ADE CORPORATION AMEND
MERGER AGREEMENT
ADE Stockholders to Receive $32.50 Per Share in Cash
SAN JOSE, CA and WESTWOOD, MA KLA-Tencor Corporation (NASDAQ: KLAC) and ADE Corporation (NASDAQ:
ADEX) today jointly announced that they have amended and restated their existing merger agreement
to change the consideration that ADE stockholders will receive from KLA-Tencor common stock to
$32.50 per share in cash.
According to KLA-Tencors Chief Executive Officer Rick Wallace, Weve been receiving great
encouragement from our customers as to the benefits that they will realize from this acquisition.
The changes to the transaction that we are announcing today should enable us to close the
transaction promptly.
The transaction will continue to be subject to customary closing conditions, including approval by
ADE stockholders. As previously announced, the merger has already been cleared under the U.S.
federal antitrust laws. The transaction is expected to close by early in the third calendar
quarter of 2006.
Important Information
In connection with the proposed merger, ADE will file a proxy statement and other
relevant documents with the Securities and Exchange Commission (SEC). ADE STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND RELATED MATTERS. ADE STOCKHOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY
STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY ADE AND KLA-TENCOR THROUGH THE
SEC WEBSITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM ADE BY DIRECTING A REQUEST TO: ADE CORPORATION, 80 WILSON WAY, WESTWOOD,
MASSACHUSETTS 02090, ATTENTION: CHIEF FINANCIAL OFFICER, TELEPHONE: (781) 476-3500. DOCUMENTS FILED
WITH THE SEC BY KLA-TENCOR MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM KLA-TENCOR BY
DIRECTING A REQUEST TO: KLA-TENCOR CORPORATION, 160 RIO ROBLES, SAN JOSE, CALIFORNIA 95134,
ATTENTION: GENERAL COUNSEL, TELEPHONE: (408) 875-3000.
KLA-Tencor, ADE and their respective directors and executive officers and other members of
management and employees may be deemed to participate in the solicitation of proxies in respect of
the proposed transactions. Information regarding KLA-Tencors directors and executive officers is
available in KLA-Tencors proxy statement for its 2005 annual meeting of stockholders, which was
filed with the SEC on October 13, 2005, and information regarding ADEs directors and executive
officers is available in ADEs annual report on Form 10-K for the year ended April 30, 2005, and
its proxy statement for its 2005 annual meeting of stockholders, which were filed with the SEC on
July 26 and August 19, 2005, respectively. Additional information regarding the interests of such
potential participants will be included in the proxy statement and the other relevant documents
filed with the SEC when they become available.
About ADE Corporation
ADE Corporation is a leading supplier of metrology and inspection systems for the semiconductor
wafer, semiconductor device, magnetic data storage and optics manufacturing industries. Wafer
suppliers and device manufacturers worldwide rely on ADE measurement and inspection systems to
certify and ensure the highest quality bare silicon substrates. ADEs most recent generation of
products serve both 65nm in-line manufacturing applications and 45nm process development.
Semiconductor device yields begin with the bare wafer and ADEs leading technology provides early
insight into surface defect, shape, flatness and nanotopography of these advanced 300mm
substrates. Additional information about ADE is available on the Internet at http://www.ade.com.
About KLA-Tencor: KLA-Tencor is the world leader in yield management and process control
solutions for semiconductor manufacturing and related industries. Headquartered in San Jose,
Calif., the company has sales and service offices around the world. An S&P 500 company,
KLA-Tencor was named one of the Best Managed Companies in America for 2005 by Forbes Magazine and
is the only company in the semiconductor industry to
receive the accolade for this year. KLA-Tencor is traded on the Nasdaq National Market under the
symbol KLAC. Additional information about KLA-Tencor is available on the Internet at
http://www.kla-tencor.com.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and
federal securities law. Such forward-looking statements are subject to known and unknown risks
and uncertainties that could cause actual results to differ materially from those expressed or
implied by such statements. Those statements that make reference to expectations, predictions,
beliefs, and assumptions should be considered forward-looking statements. These statements
include, but are not limited to, those associated with the expected closing time for the proposed
merger, the impact of the proposed merger on the growth and development and availability of
existing and new products, and other expected benefits from the proposed merger. These statements
involve risks and uncertainties including those associated with wafer pricing and wafer demand;
the results of product development efforts; the success of product offerings to meet customer
needs within the timeframes required by customers in these markets; disruption from the proposed
merger making it more difficult to maintain relationships with customers, vendors and employees;
the failure to obtain and retain expected synergies from the proposed merger; the failure of ADE
shareholders to approve the proposed merger; delays in obtaining, or adverse conditions contained
in, any required regulatory approvals; failure to consummate or delay in consummating the proposed
merger for other reasons, changes in laws or regulations and other similar factors. Further
information on potential factors that could affect KLA-Tencors or ADE Corporations respective
businesses is contained in their reports on file with the Securities and Exchange Commission
(SEC), including their respective Form 10-Ks. KLA-Tencor and ADE are under no obligation to
(and expressly disclaim any such obligation to) update or alter their respective forward-looking
statements whether as a result of new information, future events or otherwise.