TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On May 26, 2006, KLA-Tencor Corporation (“KLA-Tencor”) entered into a definitive Amended and
Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with ADE Corporation (“ADE”)
and South Acquisition Corporation, a wholly-owned subsidiary of KLA-Tencor (the “Merger Sub”). The
Amended Merger Agreement amends and restates the definitive Agreement and Plan of Merger entered
into by KLA-Tencor, ADE and Merger Sub on February 22, 2006, and changes the consideration payable
to ADE shareholders from 0.64 shares of KLA-Tencor common stock to $32.50 in cash per share of ADE common stock.
The Amended Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the Amended Merger Agreement,
Merger Sub will merge with and into ADE, with ADE as the surviving corporation and a wholly-owned
subsidiary of KLA-Tencor (the “Merger”). Consummation of the
Merger is subject to customary closing conditions, including approval by
the stockholders of ADE. ADE’s directors and executive officers, who together hold approximately
28% of ADE’s outstanding common stock, have agreed to vote the shares of ADE common stock that they
beneficially own in favor of the Merger. A copy of the Amended Merger Agreement is attached hereto as
Exhibit 2.1 and is incorporated herein by reference. A copy of the press release issued by
KLA-Tencor on May 26, 2006, concerning the transaction is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
Additional Information and Where to Find It
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-Tencor’s directors and executive
officers is available in KLA-Tencor’s
proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on October 13, 2005,
and information regarding ADE’s directors and executive officers
is available in ADE’s 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
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2.1
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Amended and Restated Agreement and Plan of Merger among KLA-Tencor Corporation, ADE Corporation, and South
Acquisition Corporation, dated May 26, 2006 |
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99.1
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Press Release issued by KLA-Tencor Corporation dated May 26, 2006 |