Exhibit 99.2
745 Seventh Avenue New York, NY 10019 United States |
May 16, 2018
CONSENT OF BARCLAYS CAPITAL INC.
We hereby consent to (i) the inclusion of our opinion letter, dated March 18, 2018, to the Board of Directors of Orbotech Ltd. (Orbotech), as an Annex to the proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of KLA-Tencor Corporation (KLA-Tencor), as initially filed by KLA-Tencor on May 16, 2018 (the Registration Statement), relating to the proposed business combination transaction between Orbotech and KLA-Tencor and (ii) the references in the Registration Statement to such opinion and our firm in the Registration Statement under the headings, SummaryThe Merger, The MergerBackground of the Merger, The MergerOrbotechs Reasons for the Merger; Recommendation of the Orbotech Board, The MergerOpinion of Orbotechs Financial Advisor, The MergerCertain Projections of Orbotech and Annex BOpinion of Barclays Capital Inc..
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations adopted by the U.S. Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term experts as used in the U.S. Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
Very truly yours, | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Richard B. Hardegree | |
Name: | Richard B. Hardegree | |
Title: | Managing Director |