Delaware
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04-2564110
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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The acceptance period for the tender offer begins on April 8, 2008 and is scheduled to end on May 19, 2008 at 4 p.m. (Central European Time). If the bid is completed on May 19, 2008, the results of the bid will be published no later than May 26, 2008, and settlement will take place no later than ten business days following the announcement of the bid results. The bid price is EUR 36.50 for each share, EUR 32.76 for each 2002 warrant and EUR 5.60 for each 2007 option.
The transaction is expected to close in the second calendar quarter of 2008 and is subject to the following closing conditions: (a) the acceptance of the offer by holders of at least 85% of ICOS's outstanding shares, (b) ICOS not having distributed any new dividend to its shareholders prior to completion of the bid, (c) the bid must not be subject to review by any governmental authority regulating antitrust, competition or merger control matters in any jurisdiction beyond the initial phase of review for the applicable jurisdiction, and (d) the absence of any material adverse change with respect to ICOS. KLA Tencor's current expectation is that, prior to the scheduled end date of the tender offer, it will receive all decisions from the applicable governmental competition authorities as to whether condition (c) above has been satisfied.
A copy of the news release issued by KLA-Tencor on the evening of April 7, 2008 concerning the launch of the tender offer is filed herewith as Exhibit 99.1 and is incorporated herein by reference. References to any website in the release, including KLA-Tencor's website, do not incorporate by reference the information on any such website into this Current Report on Form 8-K, and KLA-Tencor disclaims any such incorporation by reference. In addition, references in the release to the prospectus relating to the tender offer do not incorporate by reference the information contained in such prospectus into this Current Report on Form 8-K, and KLA-Tencor disclaims any such incorporation by reference.
The following exhibit is filed herewith:
Exhibit
99.1 Text of news release issued by KLA-Tencor Corporation dated April 7, 2008
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KLA-TENCOR CORPORATION
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Date: April 07, 2008
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By:
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/s/ Brian M. Martin
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Brian M. Martin
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Senior Vice President and General Counsel
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Exhibit No.
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Description
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EX-99.1
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Text of news release issued by KLA-Tencor Corporation dated April 7, 2008
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