TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On February 22, 2006, KLA-Tencor Corporation (“KLA-Tencor”) entered into a definitive Agreement and
Plan of Merger (the “Merger Agreement”) with ADE Corporation (“ADE”) and South Acquisition
Corporation, a wholly-owned subsidiary of KLA-Tencor (the “Merger Sub”). The Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the 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”).
At the effective time and as a result of the Merger, each share of ADE common stock will be
converted into the right to receive 0.64 shares of KLA-Tencor common stock. Consummation of the
Merger is subject to customary closing conditions, including antitrust approvals and approval by
the stockholders of ADE. ADE’s directors and executive officers, who together hold approximately
27% 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 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 February 23, 2006, concerning the transaction is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed business
combination of KLA-Tencor and ADE. In connection with the proposed transaction, a registration
statement on Form S-4 will be filed by KLA-Tencor with the SEC. STOCKHOLDERS OF ADE ARE ENCOURAGED
TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus
will be mailed to stockholders of ADE and stockholders may obtain a free copy of the disclosure
documents (when they become available) and other documents filed by ADE and KLA-Tencor with the SEC
at the SEC’s website at www.sec.gov, from ADE Corporation, 80 Wilson Way, Westwood, Massachusetts
02090, Attention: Chief Financial Officer, or from KLA-Tencor Corporation, 160 Rio Robles, San
Jose, California 95134, Attention: General Counsel.
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 are filed with the SEC.
Additional information regarding the interests of such potential participants will be included in
the proxy statement/prospectus 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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Agreement and Plan of Merger among KLA-Tencor Corporation, ADE Corporation, and South
Acquisition Corporation, dated February 22, 2006 |
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99.1
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Press Release issued by KLA-Tencor Corporation dated February 23, 2006 |