KLA-Tencor, ADE tweak buyout to cash offer

May 30, 2006 – KLA-Tencor Corp. and ADE Corp. have amended terms of their February 2006 acquisition deal to become a cash-only offer of $32.50 per share, instead of the all-stock offer originally proposed. The transaction, which has been cleared under US antitrust laws, is still expected to be completed by 3Q06.

The original deal, valued at about $488 million in stock, called for ADE shareholders to receive a transaction value of 0.64 shares of KLA-Tencor shares for each ADE share. However, KLA’s stock price has since fallen more than 20%, reducing the total value of the deal, noted Reuters. With the new offer of $32.50/share, the acquisition value has been reduced to about $478 million, but the premium for ADE shareholders has been boosted to about 25%, vs. only about 7% under the original terms.


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