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<TITLE>Current Report on Form 8-K</TITLE>
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<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): September&nbsp;24, 2013 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Applied Materials, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>000-06920</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>94-1655526</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
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<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>3050 Bowers Avenue</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>P.O. Box 58039 Santa Clara, CA</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>95052-8039</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (408)&nbsp;727-5555 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>N/A </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or
former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TD VALIGN="top"><A HREF="#tx602269_1">Item&nbsp;1.01 Entry into a Material Definitive Agreement</A></TD></TR>
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<TD VALIGN="top"><A HREF="#tx602269_2">Item&nbsp;7.01 Regulation&nbsp;FD Disclosure</A></TD></TR>
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<TD VALIGN="top"><A HREF="#tx602269_3">Item&nbsp;9.01 Financial Statements and Exhibits</A></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="tx602269_1"></A>Item&nbsp;1.01 Entry into a Material Definitive Agreement. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Business Combination Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On
September&nbsp;24, 2013, Applied Materials, Inc., a Delaware corporation (&#147;Applied&#148; or the &#147;Company&#148;), and Tokyo Electron Limited, a Japanese corporation (<I>kabushiki kaisha</I>) (&#147;TEL&#148;), entered into a Business
Combination Agreement (the &#147;Agreement&#148;) pursuant to which the Company and TEL agreed, subject to the terms and conditions of the Agreement, to effect a strategic combination of their respective businesses through a &#147;merger of
equals&#148; business combination transaction (the &#147;Business Combination&#148;) by (i)&nbsp;forming a new holding company organized under the laws of the Netherlands (&#147;HoldCo&#148;); (ii)&nbsp;merging the Company into a newly formed
indirect subsidiary of the Company, with the Company surviving such merger as an indirect wholly owned subsidiary of HoldCo (such merger, the &#147;Applied Merger&#148;); and (iii)&nbsp;merging TEL into a newly formed direct subsidiary of HoldCo,
resulting in the newly formed direct subsidiary becoming a wholly owned direct subsidiary of HoldCo (the &#147;TEL Merger&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The boards of directors
of each of the Company and TEL have unanimously approved the Agreement and the transactions contemplated thereby (the &#147;Contemplated Transactions&#148;). </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Transaction Structure </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Upon the Applied Merger
becoming effective (the &#147;Applied Merger Effective Time&#148;), by virtue of the Applied Merger and without any further action by any of the parties to the Agreement or any stockholder of the Company or TEL, each share of the Company&#146;s
common stock issued and outstanding immediately prior to the Applied Merger Effective Time will be converted into the right to receive one ordinary share, .01 euro par value per share, of HoldCo (the &#147;HoldCo Ordinary Shares&#148;) (the ratio of
one share of the Company&#146;s common stock to one ordinary share of HoldCo, the &#147;Applied Conversion Ratio&#148;), upon the terms and subject to the conditions set forth in the Agreement (excluding shares that are either:
(a)&nbsp;(i)&nbsp;held in the Company&#146;s treasury; (ii)&nbsp;held, directly or indirectly, by TEL or any of TEL&#146;s direct or indirect subsidiaries (each of which shares will be cancelled and retired at the Applied Merger Effective Time, with
no consideration being paid or payable in respect thereof); or (iii)&nbsp;held by stockholders of the Company, if any, who properly exercise their appraisal rights under Delaware law, if available); or (b)&nbsp;held, directly or indirectly, by any
direct or indirect subsidiary of the Company (each of which shares will continue to be so held after the Applied Merger Effective Time, with no consideration being paid or payable in respect thereof)). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Upon the TEL Merger becoming effective (the &#147;TEL Merger Effective Time&#148;), by virtue of the TEL Merger
and without any further action by any of the parties to the Agreement or any stockholder of the Company or TEL, each share of TEL common stock issued and outstanding immediately prior to the TEL Merger Effective Time will be converted into the right
to receive 3.25 HoldCo Ordinary Shares (the ratio of one share of TEL common stock to 3.25 HoldCo Ordinary Shares, the &#147;TEL Conversion Ratio&#148;), upon the terms and subject to the conditions set forth in the Agreement (excluding shares that
are: (a)&nbsp;held in TEL&#146;s treasury (each of which shares will be cancelled and will cease to exist, without any exchange thereof, immediately prior to the TEL Merger Effective Time, with no payment or distribution being made with respect
thereto); or (b)&nbsp;held by stockholders of TEL, if any, who have then demanded properly in writing (and not otherwise failed to perfect or waived, withdrawn or lost) dissenters&#146; rights for such shares in accordance with Section&nbsp;785 of
the Companies Act of Japan (each of which shares will be cancelled and will cease to exist, without any exchange thereof, at the TEL Merger Effective Time, with the holders thereof being entitled only to payment of the appraised value of such shares
in accordance with the provisions of the Companies Act of Japan)). The Applied Merger Effective Time is expected to occur shortly after the TEL Merger Effective Time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agreement provides that, at the Applied Merger Effective Time, certain outstanding cash and equity awards held by employees and directors of the Company
as of immediately prior to the Applied Merger Effective Time will be assumed by HoldCo or converted into equity awards of HoldCo having substantially equivalent terms (subject to certain adjustments), except that such equity awards as were
exercisable for, convertible into or may be settled for shares of the Company&#146;s common stock will become exercisable for, convertible into or able to be settled for HoldCo Ordinary Shares based on the Applied Conversion Ratio. Additionally,
certain outstanding subscription rights held by employees of TEL will, immediately prior to the TEL Merger Effective Time, be acquired by TEL for no consideration and cancelled, and will, at the Applied Merger Effective Time, be substituted with
equity awards of HoldCo having substantially equivalent terms (subject to certain adjustments), except that such subscription rights as were exercisable for, convertible into or may be settled for shares of TEL common stock will become exercisable
for, convertible into or able to be settled for HoldCo Ordinary Shares based on the TEL Conversion Ratio. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Listing of HoldCo Ordinary Shares and
Percentage Ownership of HoldCo </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The HoldCo Ordinary Shares are expected to be listed on the Nasdaq Global Select Market and the Tokyo Stock
Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Based on the number of shares of the Company&#146;s common stock and the number of shares of TEL common stock, in each case, expected to be
issued and outstanding immediately prior to the Applied Merger Effective Time and the TEL Merger Effective Time, respectively, it is expected that, immediately following the Applied Merger Effective Time and the TEL Merger Effective Time, former
stockholders of the Company and TEL will own approximately 68% and 32%, respectively, of HoldCo. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Governance </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HoldCo will have a single-tier Board of Directors consisting initially of eleven directors, five of whom are designated by the Company, five of whom are
designated by TEL, and one of whom will be jointly selected by the Company and TEL. Mr.&nbsp;Michael&nbsp;R. Splinter and Mr.&nbsp;Gary&nbsp;E. Dickerson, Executive Chairman of the Board of the Company and President and Chief Executive Officer of
the Company, respectively, will be two of the five directors selected by the Company, and Mr.&nbsp;Tetsuro Higashi and Mr.&nbsp;Tetsuo Tsuneishi, Chairman, Chief Executive Officer and President of TEL and Vice Chairman of TEL, respectively, will be
two of the five directors selected by TEL. It is expected that the remaining seven directors will each qualify as an &#147;independent director&#148; under the applicable rules of the Nasdaq Global Select Market and applicable rules of the U.S.
Securities and Exchange Commission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the terms of the Agreement, Mr.&nbsp;Dickerson, the current President and Chief Executive Officer of the
Company, will become the Chief Executive Officer of HoldCo, and Mr.&nbsp;Robert Halliday, the current Chief Financial Officer of the Company, will become Chief Financial Officer of HoldCo. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Under the terms of the Agreement: (a)&nbsp;Mr.&nbsp;Higashi, the current Chairman of the Board of Directors of TEL, will become the non-executive Chairman of
the HoldCo Board; and (b)&nbsp;Mr.&nbsp;Splinter, the current Executive Chairman of the Board of the Company, and Mr.&nbsp;Tsuneishi, the current Vice Chairman of the Board of TEL, will become Co-Vice Chairmen of the HoldCo Board. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Conditions to the Business Combination </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The completion of the Contemplated Transactions is subject to the satisfaction or waiver of certain conditions, including: (a)&nbsp;the adoption of the
Agreement by holders of a majority of the outstanding shares of common stock of the Company and the approval of a TEL merger agreement by holders of two-thirds of the voting power of the shares of TEL common stock at a meeting where holders of at
least one-third of the voting power are present; (b)&nbsp;the receipt of certain domestic and foreign governmental approvals, including approval from the Committee on Foreign Investment in the United States and certain approvals under applicable
competition laws; (c)&nbsp;the receipt of certain tax opinions; (d)&nbsp;the absence of any law or order prohibiting the completion of the Contemplated Transactions; (e)&nbsp;the absence of any governmental litigation related to the Contemplated
Transactions; and (f)&nbsp;the absence of a material adverse effect on the Company or TEL. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Other Terms of the Business Combination Agreement
</I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agreement contains mutual customary representations and warranties of the Company and TEL relating to their respective businesses and public
filings. The Agreement also contains customary mutual pre-closing covenants, including the obligation of the Company and TEL to conduct their businesses in the ordinary course consistent in all material respects with past practices and to refrain
from taking certain specified actions without the consent of the other party. Each party has agreed not to (a)&nbsp;solicit proposals or enter into agreements relating to alternative acquisition proposals or acquisition inquiries or (b)&nbsp;subject
to certain exceptions, enter into discussions or negotiations concerning, or provide non-public information in connection with, any alternative acquisition proposal or acquisition inquiry. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agreement contains termination rights for the Company and TEL applicable upon: (a)&nbsp;a final non-appealable order or other action permanently
restraining, enjoining or prohibiting the Business Combination; (b)&nbsp;the first anniversary of the date of the Agreement, subject to the extension of that time period until the eighteen-month anniversary of the Agreement to allow for satisfaction
of specified conditions to the closing of the Contemplated Transactions; (c)&nbsp;the failure of either the Company&#146;s stockholders or TEL&#146;s shareholders to approve the relevant aspects of the Contemplated Transactions by the required vote;
(d)&nbsp;a breach by the other party that cannot be cured within 30 days&#146; notice of such breach, if such breach would result in the failure of the conditions to closing set forth in the Agreement; (e)&nbsp;the receipt of a defined adverse tax
ruling in certain circumstances; and (f)&nbsp;certain &#147;triggering events,&#148; including a change in recommendation relating to the Contemplated Transactions by the other party&#146;s Board of Directors. In addition, the Agreement provides
that in certain termination events, such as a termination due to a change in recommendation by the other party and a termination relating to certain tax rulings, a termination fee of $400,000,000 is payable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Agreement and the Contemplated Transactions is qualified in its entirety by reference to the full text of the Agreement and
the form of HoldCo Articles of Association and HoldCo Board Rules, which are attached to this Current Report on Form 8-K as Exhibit 2.1, Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference in their entireties. The
Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or TEL. In particular, the assertions embodied in the representations and warranties
contained in the Agreement are qualified by information in confidential Disclosure Schedules provided by each of the Company and TEL to the other in connection with the signing of the Agreement. These confidential Disclosure Schedules contain
information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Agreement. Moreover, certain representations and warranties in the Agreement were used for the purpose of
allocating risk between the Company and TEL rather than establishing matters as facts. Accordingly, the representations and warranties in the Agreement should not be relied upon as characterizations of the actual state of facts about the Company or
TEL. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="tx602269_2"></A>Item&nbsp;7.01 Regulation&nbsp;FD Disclosure. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Press Release Announcing the Business Combination Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On September&nbsp;24, 2013, the Company and TEL issued a joint press release announcing the execution of the Agreement, the text of which is attached hereto as
Exhibit&nbsp;99.3. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Update on Outstanding Senior Notes and Credit Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company also announced that it currently expects that HoldCo will guarantee or provide some other type of credit support with respect to the Company&#146;s
payment obligations for its outstanding 2.650% Senior Notes Due 2016, 7.125% Senior Notes Due 2017, 4.300% Senior Notes Due 2021, and 5.850% Senior Notes Due 2041 (together, the &#147;Outstanding Senior Notes&#148;), thus enabling the holders of the
Outstanding Senior Notes to benefit from the cash flows of the combined entities following the closing of the transactions contemplated by the Agreement.&nbsp;The Company also announced that it expects that the issuance of any future public notes
will rank <I>pari passu</I> with the Outstanding Senior Notes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, the Company announced that it currently expects to amend or replace its
undrawn $1.5 billion unsecured revolving credit facility under a Credit Agreement, dated as of May&nbsp;25, 2011, as amended, for the benefit of the combined enterprise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The information in this Item&nbsp;7.01, including Exhibit&nbsp;99.3, is furnished and shall not be deemed &#147;filed&#148; for purposes of Section&nbsp;18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any information of the information in this Item&nbsp;7.01, including Exhibit&nbsp;99.3. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>FORWARD-LOOKING STATEMENTS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between Applied and TEL
and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the persons to be appointed officers and directors of HoldCo, trends and the
future performance of their businesses, the synergies of Applied and TEL, and similar things.&nbsp;Forward-looking statements may contain words such as &#147;expect,&#148; &#147;believe,&#148; &#147;may,&#148; &#147;can,&#148; &#147;should,&#148;
&#147;will,&#148; &#147;forecast,&#148; &#147;anticipate&#148; or similar expressions, and include the assumptions that underlie such statements.&nbsp;These 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, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent
to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Applied&#146;s and TEL&#146;s stockholders; the possibility of litigation (including related to the
transaction itself); Applied&#146;s and TEL&#146;s ability to successfully integrate their operations, product lines, technology and employees and realize synergies, growth and tax assets from the Business Combination; unknown, underestimated or
undisclosed commitments or liabilities; the potential impact of the announcement or consummation of the proposed transactions on the parties&#146; relationships with third parties; the level of demand for the combined companies&#146; products, which
is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers&#146; new technology and capacity requirements; Applied&#146;s and TEL&#146;s ability to
(i)&nbsp;develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii)&nbsp;timely align their cost structures with business conditions, and (iii)&nbsp;attract, motivate and retain key employees; and
other risks described in the Applied&#146;s filings with the Securities&nbsp;&amp; Exchange Commission (the &#147;SEC&#148;). TEL&#146;s filings with the Financial Services Agency of Japan and the S-4 registration statement to be filed by HoldCo.
All forward-looking statements are based on management&#146;s estimates, projections and assumptions as of the date hereof.&nbsp;Except as required under applicable law, none of Applied, TEL or HoldCo undertakes any obligation to update any
forward-looking statements. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>NO OFFER OR SOLICITATION </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law.&nbsp;No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section&nbsp;10 of the Securities Act of 1933, as amended, and applicable regulations in the Netherlands and Japan. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ADDITIONAL INFORMATION AND WHERE TO FIND IT </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Applied and
TEL intend to cause HoldCo to file with the SEC a registration statement on Form S-4 (the &#147;Registration Statement&#148;), which will include a prospectus with respect to HoldCo&#146;s ordinary shares to be issued in the Business Combination and
a proxy statement of Applied in connection with the Business Combination between Applied and TEL.&nbsp;The definitive Registration Statement will contain important information about the proposed Business Combination and related
matters.&nbsp;SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE.&nbsp;The Registration Statement and other relevant materials (when they become available) and any other documents filed by
Applied, HoldCo or TEL with the SEC may be obtained free of charge at the SEC&#146;s website, at www.sec.gov.&nbsp;In addition, security holders will be able to obtain free copies of the Registration Statement from Applied or TEL by contacting
either (1)&nbsp;Investor Relations by mail at Applied Materials, Inc., 3050 Bowers Avenue, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, by telephone at 408-748-5227, or by going to Applied&#146;s Investor
Relations page on its corporate web site at www.appliedmaterials.com or (2)&nbsp;for media inquiries: TEL&#146;s Public Relations Group, by mail at Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by
telephone at +81-3-5561-7004, or by email at telpr@tel.com; and for analyst inquiries: TEL&#146;s Investor Relations Group, by mail at Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by telephone at
+81-3-5561-7383, or by email at telir@tel.com, or by going to TEL&#146;s Investor Relations page on its corporate web site web site at www.tel.com. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PARTICIPANTS IN THE SOLICITATION</B> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Applied, TEL, HoldCo
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Applied&#146;s stockholders in connection with the proposed Business Combination. Information about Applied&#146;s directors
and executive officers is set forth in Applied&#146;s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on January&nbsp;22, 2013, and its Annual Report on Form 10-K for the fiscal year ended
October&nbsp;28, 2012, which was filed with the SEC on December&nbsp;5, 2012.&nbsp;These documents are available free of charge at the SEC&#146;s web site at www.sec.gov, and from Applied by contacting Investor Relations by mail at Applied
Materials, Inc., 3050 Bowers Avenue, P.O. Box 58309, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, or by going to Applied&#146;s Investor Relations page on its corporate web site at www.appliedmaterials.com.&nbsp;Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement that Applied and TEL intend to cause HoldCo to file with the
SEC.</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="tx602269_3"></A>Item&nbsp;9.01 Financial Statements and Exhibits. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) <I>Exhibits</I>. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
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<TD WIDTH="94%"></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1*</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Business Combination Agreement, dated as of September&nbsp;24, 2013, between the Company and TEL</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Form of HoldCo Articles of Association</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.2</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Form of HoldCo Board Rules</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.3</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Joint Press Release issued by the Company and TEL, dated September 24, 2013</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top">Schedules and certain exhibits to the Agreement have been omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules
and exhibits upon request by the Securities and Exchange Commission. </TD></TR></TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx602269_4"></A>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">Applied Materials, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">(Registrant)</TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dated: September 24, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Thomas F. Larkins</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Thomas F. Larkins</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><I>Senior Vice President,</I></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><I>General Counsel and Corporate Secretary</I></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx602269_5"></A>EXHIBIT INDEX </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1*</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Business Combination Agreement, dated as of September 24, 2013, between the Company and TEL</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of HoldCo Articles of Association</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of HoldCo Board Rules</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Joint Press Release issued by the Company and TEL, dated September 24, 2013</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top">Schedules and certain exhibits to the Business Combination Agreement have been omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K. The Company hereby undertakes to furnish supplementally copies of any of the
omitted schedules and exhibits upon request by the Securities and Exchange Commission. </TD></TR></TABLE>
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Current Report on Form 8-K
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2013
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-06920
94-1655526
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3050 Bowers Avenue
P.O. Box 58039 Santa Clara, CA
95052-8039
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 727-5555
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Table of Contents
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-2.1
EX-99.1
EX-99.2
EX-99.3
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
September 24, 2013, Applied Materials, Inc., a Delaware corporation ("Applied" or the "Company"), and Tokyo Electron Limited, a Japanese corporation (
kabushiki kaisha
) ("TEL"), entered into a Business
Combination Agreement (the "Agreement") pursuant to which the Company and TEL agreed, subject to the terms and conditions of the Agreement, to effect a strategic combination of their respective businesses through a "merger of
equals" business combination transaction (the "Business Combination") by (i) forming a new holding company organized under the laws of the Netherlands ("HoldCo"); (ii) merging the Company into a newly formed
indirect subsidiary of the Company, with the Company surviving such merger as an indirect wholly owned subsidiary of HoldCo (such merger, the "Applied Merger"); and (iii) merging TEL into a newly formed direct subsidiary of HoldCo,
resulting in the newly formed direct subsidiary becoming a wholly owned direct subsidiary of HoldCo (the "TEL Merger").
The boards of directors
of each of the Company and TEL have unanimously approved the Agreement and the transactions contemplated thereby (the "Contemplated Transactions").
Transaction Structure
Upon the Applied Merger
becoming effective (the "Applied Merger Effective Time"), by virtue of the Applied Merger and without any further action by any of the parties to the Agreement or any stockholder of the Company or TEL, each share of the Company's
common stock issued and outstanding immediately prior to the Applied Merger Effective Time will be converted into the right to receive one ordinary share, .01 euro par value per share, of HoldCo (the "HoldCo Ordinary Shares") (the ratio of
one share of the Company's common stock to one ordinary share of HoldCo, the "Applied Conversion Ratio"), upon the terms and subject to the conditions set forth in the Agreement (excluding shares that are either:
(a) (i) held in the Company's treasury; (ii) held, directly or indirectly, by TEL or any of TEL's direct or indirect subsidiaries (each of which shares will be cancelled and retired at the Applied Merger Effective Time, with
no consideration being paid or payable in respect thereof); or (iii) held by stockholders of the Company, if any, who properly exercise their appraisal rights under Delaware law, if available); or (b) held, directly or indirectly, by any
direct or indirect subsidiary of the Company (each of which shares will continue to be so held after the Applied Merger Effective Time, with no consideration being paid or payable in respect thereof)).
Table of Contents
Upon the TEL Merger becoming effective (the "TEL Merger Effective Time"), by virtue of the TEL Merger
and without any further action by any of the parties to the Agreement or any stockholder of the Company or TEL, each share of TEL common stock issued and outstanding immediately prior to the TEL Merger Effective Time will be converted into the right
to receive 3.25 HoldCo Ordinary Shares (the ratio of one share of TEL common stock to 3.25 HoldCo Ordinary Shares, the "TEL Conversion Ratio"), upon the terms and subject to the conditions set forth in the Agreement (excluding shares that
are: (a) held in TEL's treasury (each of which shares will be cancelled and will cease to exist, without any exchange thereof, immediately prior to the TEL Merger Effective Time, with no payment or distribution being made with respect
thereto); or (b) held by stockholders of TEL, if any, who have then demanded properly in writing (and not otherwise failed to perfect or waived, withdrawn or lost) dissenters' rights for such shares in accordance with Section 785 of
the Companies Act of Japan (each of which shares will be cancelled and will cease to exist, without any exchange thereof, at the TEL Merger Effective Time, with the holders thereof being entitled only to payment of the appraised value of such shares
in accordance with the provisions of the Companies Act of Japan)). The Applied Merger Effective Time is expected to occur shortly after the TEL Merger Effective Time.
The Agreement provides that, at the Applied Merger Effective Time, certain outstanding cash and equity awards held by employees and directors of the Company
as of immediately prior to the Applied Merger Effective Time will be assumed by HoldCo or converted into equity awards of HoldCo having substantially equivalent terms (subject to certain adjustments), except that such equity awards as were
exercisable for, convertible into or may be settled for shares of the Company's common stock will become exercisable for, convertible into or able to be settled for HoldCo Ordinary Shares based on the Applied Conversion Ratio. Additionally,
certain outstanding subscription rights held by employees of TEL will, immediately prior to the TEL Merger Effective Time, be acquired by TEL for no consideration and cancelled, and will, at the Applied Merger Effective Time, be substituted with
equity awards of HoldCo having substantially equivalent terms (subject to certain adjustments), except that such subscription rights as were exercisable for, convertible into or may be settled for shares of TEL common stock will become exercisable
for, convertible into or able to be settled for HoldCo Ordinary Shares based on the TEL Conversion Ratio.
Listing of HoldCo Ordinary Shares and
Percentage Ownership of HoldCo
The HoldCo Ordinary Shares are expected to be listed on the Nasdaq Global Select Market and the Tokyo Stock
Exchange.
Based on the number of shares of the Company's common stock and the number of shares of TEL common stock, in each case, expected to be
issued and outstanding immediately prior to the Applied Merger Effective Time and the TEL Merger Effective Time, respectively, it is expected that, immediately following the Applied Merger Effective Time and the TEL Merger Effective Time, former
stockholders of the Company and TEL will own approximately 68% and 32%, respectively, of HoldCo.
Governance
HoldCo will have a single-tier Board of Directors consisting initially of eleven directors, five of whom are designated by the Company, five of whom are
designated by TEL, and one of whom will be jointly selected by the Company and TEL. Mr. Michael R. Splinter and Mr. Gary E. Dickerson, Executive Chairman of the Board of the Company and President and Chief Executive Officer of
the Company, respectively, will be two of the five directors selected by the Company, and Mr. Tetsuro Higashi and Mr. Tetsuo Tsuneishi, Chairman, Chief Executive Officer and President of TEL and Vice Chairman of TEL, respectively, will be
two of the five directors selected by TEL. It is expected that the remaining seven directors will each qualify as an "independent director" under the applicable rules of the Nasdaq Global Select Market and applicable rules of the U.S.
Securities and Exchange Commission.
Under the terms of the Agreement, Mr. Dickerson, the current President and Chief Executive Officer of the
Company, will become the Chief Executive Officer of HoldCo, and Mr. Robert Halliday, the current Chief Financial Officer of the Company, will become Chief Financial Officer of HoldCo.
Under the terms of the Agreement: (a) Mr. Higashi, the current Chairman of the Board of Directors of TEL, will become the non-executive Chairman of
the HoldCo Board; and (b) Mr. Splinter, the current Executive Chairman of the Board of the Company, and Mr. Tsuneishi, the current Vice Chairman of the Board of TEL, will become Co-Vice Chairmen of the HoldCo Board.
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Conditions to the Business Combination
The completion of the Contemplated Transactions is subject to the satisfaction or waiver of certain conditions, including: (a) the adoption of the
Agreement by holders of a majority of the outstanding shares of common stock of the Company and the approval of a TEL merger agreement by holders of two-thirds of the voting power of the shares of TEL common stock at a meeting where holders of at
least one-third of the voting power are present; (b) the receipt of certain domestic and foreign governmental approvals, including approval from the Committee on Foreign Investment in the United States and certain approvals under applicable
competition laws; (c) the receipt of certain tax opinions; (d) the absence of any law or order prohibiting the completion of the Contemplated Transactions; (e) the absence of any governmental litigation related to the Contemplated
Transactions; and (f) the absence of a material adverse effect on the Company or TEL.
Other Terms of the Business Combination Agreement
The Agreement contains mutual customary representations and warranties of the Company and TEL relating to their respective businesses and public
filings. The Agreement also contains customary mutual pre-closing covenants, including the obligation of the Company and TEL to conduct their businesses in the ordinary course consistent in all material respects with past practices and to refrain
from taking certain specified actions without the consent of the other party. Each party has agreed not to (a) solicit proposals or enter into agreements relating to alternative acquisition proposals or acquisition inquiries or (b) subject
to certain exceptions, enter into discussions or negotiations concerning, or provide non-public information in connection with, any alternative acquisition proposal or acquisition inquiry.
The Agreement contains termination rights for the Company and TEL applicable upon: (a) a final non-appealable order or other action permanently
restraining, enjoining or prohibiting the Business Combination; (b) the first anniversary of the date of the Agreement, subject to the extension of that time period until the eighteen-month anniversary of the Agreement to allow for satisfaction
of specified conditions to the closing of the Contemplated Transactions; (c) the failure of either the Company's stockholders or TEL's shareholders to approve the relevant aspects of the Contemplated Transactions by the required vote;
(d) a breach by the other party that cannot be cured within 30 days' notice of such breach, if such breach would result in the failure of the conditions to closing set forth in the Agreement; (e) the receipt of a defined adverse tax
ruling in certain circumstances; and (f) certain "triggering events," including a change in recommendation relating to the Contemplated Transactions by the other party's Board of Directors. In addition, the Agreement provides
that in certain termination events, such as a termination due to a change in recommendation by the other party and a termination relating to certain tax rulings, a termination fee of $400,000,000 is payable.
The foregoing description of the Agreement and the Contemplated Transactions is qualified in its entirety by reference to the full text of the Agreement and
the form of HoldCo Articles of Association and HoldCo Board Rules, which are attached to this Current Report on Form 8-K as Exhibit 2.1, Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference in their entireties. The
Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or TEL. In particular, the assertions embodied in the representations and warranties
contained in the Agreement are qualified by information in confidential Disclosure Schedules provided by each of the Company and TEL to the other in connection with the signing of the Agreement. These confidential Disclosure Schedules contain
information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Agreement. Moreover, certain representations and warranties in the Agreement were used for the purpose of
allocating risk between the Company and TEL rather than establishing matters as facts. Accordingly, the representations and warranties in the Agreement should not be relied upon as characterizations of the actual state of facts about the Company or
TEL.
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Item 7.01 Regulation FD Disclosure.
Press Release Announcing the Business Combination Agreement
On September 24, 2013, the Company and TEL issued a joint press release announcing the execution of the Agreement, the text of which is attached hereto as
Exhibit 99.3.
Update on Outstanding Senior Notes and Credit Agreement
The Company also announced that it currently expects that HoldCo will guarantee or provide some other type of credit support with respect to the Company's
payment obligations for its outstanding 2.650% Senior Notes Due 2016, 7.125% Senior Notes Due 2017, 4.300% Senior Notes Due 2021, and 5.850% Senior Notes Due 2041 (together, the "Outstanding Senior Notes"), thus enabling the holders of the
Outstanding Senior Notes to benefit from the cash flows of the combined entities following the closing of the transactions contemplated by the Agreement. The Company also announced that it expects that the issuance of any future public notes
will rank
pari passu
with the Outstanding Senior Notes.
In addition, the Company announced that it currently expects to amend or replace its
undrawn $1.5 billion unsecured revolving credit facility under a Credit Agreement, dated as of May 25, 2011, as amended, for the benefit of the combined enterprise.
The information in this Item 7.01, including Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.3.
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FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, including but not limited to those regarding the proposed business combination between Applied and TEL
and the transactions related thereto. These statements may discuss the anticipated manner, terms and conditions upon which the Business Combination will be consummated, the persons to be appointed officers and directors of HoldCo, trends and the
future performance of their businesses, the synergies of Applied and TEL, and similar things. Forward-looking statements may contain words such as "expect," "believe," "may," "can," "should,"
"will," "forecast," "anticipate" or similar expressions, and include the assumptions that underlie such statements. These 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, including but not limited to: the ability of the parties to consummate the Business Combination in a timely manner or at all; satisfaction of the conditions precedent
to consummation of the Business Combination, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Applied's and TEL's stockholders; the possibility of litigation (including related to the
transaction itself); Applied's and TEL's ability to successfully integrate their operations, product lines, technology and employees and realize synergies, growth and tax assets from the Business Combination; unknown, underestimated or
undisclosed commitments or liabilities; the potential impact of the announcement or consummation of the proposed transactions on the parties' relationships with third parties; the level of demand for the combined companies' products, which
is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers' new technology and capacity requirements; Applied's and TEL's ability to
(i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and
other risks described in the Applied's filings with the Securities & Exchange Commission (the "SEC"). TEL's filings with the Financial Services Agency of Japan and the S-4 registration statement to be filed by HoldCo.
All forward-looking statements are based on management's estimates, projections and assumptions as of the date hereof. Except as required under applicable law, none of Applied, TEL or HoldCo undertakes any obligation to update any
forward-looking statements.
NO OFFER OR SOLICITATION
This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations in the Netherlands and Japan.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Applied and
TEL intend to cause HoldCo to file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a prospectus with respect to HoldCo's ordinary shares to be issued in the Business Combination and
a proxy statement of Applied in connection with the Business Combination between Applied and TEL. The definitive Registration Statement will contain important information about the proposed Business Combination and related
matters. SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The Registration Statement and other relevant materials (when they become available) and any other documents filed by
Applied, HoldCo or TEL with the SEC may be obtained free of charge at the SEC's website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the Registration Statement from Applied or TEL by contacting
either (1) Investor Relations by mail at Applied Materials, Inc., 3050 Bowers Avenue, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, by telephone at 408-748-5227, or by going to Applied's Investor
Relations page on its corporate web site at www.appliedmaterials.com or (2) for media inquiries: TEL's Public Relations Group, by mail at Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by
telephone at +81-3-5561-7004, or by email at telpr@tel.com; and for analyst inquiries: TEL's Investor Relations Group, by mail at Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by telephone at
+81-3-5561-7383, or by email at telir@tel.com, or by going to TEL's Investor Relations page on its corporate web site web site at www.tel.com.
PARTICIPANTS IN THE SOLICITATION
Applied, TEL, HoldCo
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Applied's stockholders in connection with the proposed Business Combination. Information about Applied's directors
and executive officers is set forth in Applied's Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on January 22, 2013, and its Annual Report on Form 10-K for the fiscal year ended
October 28, 2012, which was filed with the SEC on December 5, 2012. These documents are available free of charge at the SEC's web site at www.sec.gov, and from Applied by contacting Investor Relations by mail at Applied
Materials, Inc., 3050 Bowers Avenue, P.O. Box 58309, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, or by going to Applied's Investor Relations page on its corporate web site at www.appliedmaterials.com. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement that Applied and TEL intend to cause HoldCo to file with the
SEC.
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
2.1*
Business Combination Agreement, dated as of September 24, 2013, between the Company and TEL
99.1
Form of HoldCo Articles of Association
99.2
Form of HoldCo Board Rules
99.3
Joint Press Release issued by the Company and TEL, dated September 24, 2013
*
Schedules and certain exhibits to the Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules
and exhibits upon request by the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Applied Materials, Inc.
(Registrant)
Dated: September 24, 2013
By:
/s/ Thomas F. Larkins
Thomas F. Larkins
Senior Vice President,
General Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit
No.
Description
2.1*
Business Combination Agreement, dated as of September 24, 2013, between the Company and TEL
99.1
Form of HoldCo Articles of Association
99.2
Form of HoldCo Board Rules
99.3
Joint Press Release issued by the Company and TEL, dated September 24, 2013
*
Schedules and certain exhibits to the Business Combination Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the
omitted schedules and exhibits upon request by the Securities and Exchange Commission.