Subsequent Events |
3 Months Ended |
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Sep. 30, 2015 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
SUBSEQUENT EVENTS
On October 21, 2015, the Company announced it had entered into a definitive agreement (the “Merger Agreement”) with Lam Research Corporation (“Lam”) pursuant to which it will combine with Lam (the “Merger”).
In accordance with the Merger Agreement, at the effective time of the Merger, each of the Company’s stockholder may elect to receive, for all shares of the Company’s common stock held at the closing of the transaction, and on a per share basis, one of the following: (i) mixed consideration, consisting of both 0.5 of a share of Lam Research common stock and $32.00 in cash; (ii) all-stock consideration, consisting of a number of shares of Lam Research common stock equal to 0.5 plus $32.00 divided by the volume weighted average price of Lam Research common stock over a five trading day period ending shortly before the closing of the transaction (“the five day VWAP”); or (iii) all-cash consideration, consisting of $32.00 plus 0.5 times the five-day VWAP. If no election was made by the Company’s stockholders, they will be deemed to have elected the mixed consideration. All-cash and all-stock elections will be subject to proration in accordance with the terms of the Merger Agreement.
The transaction is expected to close in mid-calendar year 2016, pending receipt of customary regulatory approvals and the satisfaction of other customary closing conditions, including the approval by the Company’s stockholders of the Merger Agreement and the approval by Lam’s stockholders of the issuance of shares in the transaction.
The Merger Agreement contains certain termination rights for both the Company and Lam, including if a governmental body prohibits the Mergers or if the Mergers are not consummated by July 20, 2016, subject to certain extension rights. Upon termination of the Merger Agreement under specified circumstances, the Company or Lam will be required to pay the other party a termination fee of $290.0 million.
For additional details on the transaction, refer to copy of the Merger Agreement attached as an Exhibit to the Form 8-K filed with the SEC on October 21, 2015.
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