ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO YOU. In the event of any discrepancy between the translations of the 104H Tax Rulings and the official, original Hebrew versions of the
104H Tax Rulings, the official, original Hebrew versions of the 104H Tax Rulings shall govern. In addition, the 104H Tax Rulings should be read in conjunction with the Withholding Tax Ruling and 102 Tax Ruling in order to fully understand the tax
consequences applicable to the Merger Consideration payable to you.
Stock Merger Consideration payable to Israeli-Resident Public Shareholders (other
than Interested Parties).
With respect to the Stock Merger Consideration payable to Israeli-resident shareholders other than
Interested Parties (collectively, the Public Shareholders), the provisions of Section 104H of the Ordinance shall apply such that the sale of Orbotech shares in exchange for shares of
KLA-Tencor
common stock shall not be deemed, on the Effective Date, as a sale under the Ordinance, and the sale event shall be deferred until such time as such shares of
KLA-Tencor
common stock are actually sold by the shareholder. With respect to Public Shareholders whose shares are registered directly with American Stock Transfer & Trust Company LLC, such deferral of the tax
event is subject to the deposit of the shares of
KLA-Tencor
common stock with a trustee (to be designated by
KLA-Tencor
for such purpose) until the date such shares of
KLA-Tencor
common stock are actually sold by such Shareholder.
The 104H Tax Rulings provide that any
shareholder of the Company may request to treat the sale of its Orbotech shares in exchange for shares of
KLA-Tencor
common stock as a tax event. If a shareholder makes such a request, the provisions of the
104H Tax Rulings shall not apply with respect thereto and the taxation of such shareholder shall be in accordance with the law and the Withholding Tax Ruling.
The 104H Tax Rulings also provide that the shares of
KLA-Tencor
common stock issued to holders of
Company 102 Shares, Company 102 Compensatory Awards and other Company Shares or other Company Compensatory Awards otherwise held by the 102 Trustee (including on behalf of the Interested Parties) shall be deposited either with the 102 Trustee or the
KLA-Tencor
102 trustee who shall be responsible for tax withholding with respect thereto.
Stock Merger
Consideration payable to Israeli Interested Parties.
With respect to the Stock Merger Consideration payable to Israeli-resident
Interested Parties (other than with respect to Company 102 Shares, Company 102 Compensatory Awards and other Company Shares or other Company Compensatory Awards held by the 102 Trustee, as aforesaid), the provisions of Section 104H of the
Ordinance shall apply such that the sale of Orbotech shares in exchange for shares of
KLA-Tencor
common stock shall not be deemed, on the Effective Date, as a sale under the Ordinance, and the sale
event shall be deferred until the earlier of the date on which such shares of
KLA-Tencor
common stock are actually sold by such Interested Party or the end of the Deferral Period. The
Deferral Period shall end,
with respect to half of the newly issued shares of
KLA-Tencor
common stock, upon the lapse of 24 months following the exchange of the Orbotech shares for such shares of
KLA-Tencor
common stock and, with respect to the other half of such newly issued shares of
KLA-Tencor
common stock, upon the lapse of 48 months following the exchange of the
Orbotech shares for such shares of
KLA-Tencor
common stock. Such deferral of the tax event is subject to the deposit of the shares of
KLA-Tencor
common stock with a
trustee (to be designated by
KLA-Tencor
for such purpose). Each Israeli-resident Interested Party who wishes to become eligible for the tax deferral afforded under the 104H Tax Rulings should notify the ITA of
its election within 30 days of the issuance of the 104H Tax Rulings.
* * * * *
This report on Form
6-K
is incorporated by reference into the Registration Statements on Form
S-8
(Registration
No. 33-25782,
Registration
No. 33-78196,
Registration
No. 333-05440,
Registration
No. 333-06542,
Registration
No. 333-08404,
Registration
No. 333-09342,
Registration
No. 333-11124,
Registration
No. 333-12692,
Registration
No. 333-127979,
Registration
No. 333-154394,
Registration
No. 333-169146,
and Registration
No. 333-207878)
of Orbotech Ltd. previously filed with the SEC.
This report on Form
6-K
is also incorporated by reference into the Registration Statement on Form
S-4
(Registration
No. 333-224982)
and the
Registration Statement on Form S-4 MEF (Registration No. 333-229462) of
KLA-Tencor
Corporation previously filed with the SEC.