| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 30, 2019, Applied Materials, Inc., a Delaware corporation (“Buyer” or “Applied”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”), among Buyer, Kokusai Electric Corporation, a stock company (kabushiki kaisha) organized under the laws of Japan (the “Company”), and KKR HKE Investment L.P., a limited partnership organized under the laws of the Cayman Islands (“Seller”). Pursuant to the Share Purchase Agreement, at the closing of the transactions contemplated by the Share Purchase Agreement (the “Closing”), Seller will sell all of the common shares (the “Shares”) of the Company to Buyer, Buyer will purchase all of the Shares from Seller and the Company will become a wholly-owned subsidiary of Buyer.
Subject to the terms and conditions set forth in the Share Purchase Agreement, at the Closing, Buyer will pay $2.2 billion in cash for the Company, subject to adjustments for net debt, transaction expenses and net working capital, as further described in the Share Purchase Agreement.
The Closing is subject to customary conditions, including, among others, the absence of a material adverse effect on the Company and the receipt of specified regulatory and governmental consents and approvals.
The Share Purchase Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type, including covenants of the parties to use their reasonable best efforts to obtain all required governmental and regulatory consents and approvals, subject to certain exceptions contained in the Share Purchase Agreement.
The Share Purchase Agreement contains certain termination rights by either Buyer or Seller, including if the transactions contemplated by the Share Purchase Agreement are not consummated on or before June 30, 2020, which date may be extended by three months on two separate occasions if, on the applicable date, the only conditions to closing relate to required regulatory approvals. If the Share Purchase Agreement is terminated under certain circumstances involving the failure to obtain required regulatory approvals, Buyer will be obligated to pay Seller a termination fee equal to $154 million in cash.
The foregoing description of the Share Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Share Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Buyer, Seller, the Company or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Share Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Share Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Share Purchase Agreement.
Buyer expects to finance the transaction with a combination of balance sheet cash and a term loan facility.
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2019, Buyer issued a press release announcing the execution of the Share Purchase Agreement, the text of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of RegulationS-K. Applied agrees to furnish supplementally a copy of any such schedule or exhibit to the U.S. Securities and Exchange Commission upon request. |
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