According to the Complaint, Orbotech Ltd. ("Orbotech" or the "Company") is a global innovator and supplier of enabling solutions used to manufacture the world’s most sophisticated consumer and industrial electronic products and is part of a select group of companies whose technology is literally driving the future of electronics. The Company’s core business lies in enabling electronic device manufacturers to inspect, test, and measure printed circuit boards (“PCB”s) and flat panel displays (“FPD”s) to verify their quality (“reading”); pattern the desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces (“writing”); and utilize advanced vacuum deposition and etching processes in semiconductor device (“SD”) and semiconductor manufacturing and to perform laser drilling of electronic substrates (“connecting”). Orbotech refers to this “reading,” “writing,” and “connecting” as enabling the “Language of Electronics.”
This action stems from a proposed transaction announced on March 19, 2018 (the “Proposed Transaction”), pursuant to which Orbotech Ltd. (“Orbotech” or the “Company”) will be acquired by KLA-Tencor Corporation (“Parent”) and Parent’s wholly-owned subsidiary, Tiburon Merger Sub Technologies Ltd. (“Merger Sub,” and together with Parent, “KLA”).
On March 18, 2018, Orbotech’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with KLA. Pursuant to the terms of the Merger Agreement, if the Proposed Transaction is approved by Orbotech’s shareholders and completed, Orbotech’s shareholders will receive $38.86 in cash and 0.25 of a share of Parent common stock for each share of
Orbotech common stock they own.
On May 16, 2018, defendants filed a Form S-4 registration statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.
This case was voluntarily dismissed on June 19, 2018.