SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ☐
|Item 8.01|| |
Reference is made to that certain Share Purchase Agreement, dated as of June 30, 2019, among Applied Materials, Inc. (“Applied”), Kokusai Electric Corporation (“Kokusai Electric”) and KKR HKE Investment, L.P. (“Seller”) providing for the purchase by Applied of all of the common shares of Kokusai Electric (the “Agreement”).
As previously reported, (i) the Agreement contains certain termination rights by either Applied or Seller, including if the transactions contemplated by the Agreement are not consummated on or before June 30, 2020 (the “Outside Date”), 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 and (ii) pursuant to the terms of the Agreement, on June 30, 2020 the parties mutually extended the Outside Date to September 30, 2020.
Pursuant to the terms of the Agreement, on September 30, 2020, Applied and Seller mutually further extended the Outside Date to December 30, 2020.
The parties to the Agreement continue to be actively engaged with the State Administration for Market Regulation of the People’s Republic of China to secure the final regulatory approval required to consummate the transactions contemplated by the Agreement.
The foregoing description of the Agreement is subject to, and is qualified in its entirety by, the full text of the Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Applied on July 1, 2019, which is incorporated herein by reference.
This report contains forward-looking statements. These statements and their underlying assumptions, including those regarding the proposed acquisition of Kokusai Electric, are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those stated or implied, including but not limited to the parties’ ability to satisfy conditions precedent to consummation of the proposed acquisition in a timely manner or at all, and other risks and uncertainties described in Applied’s filings with the Securities and Exchange Commission, including its most recent Forms 10-Q and 8-K. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof, and none of Applied, KKR HKE Investment, L.P. and Kokusai Electric assumes any obligation to update them.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Applied Materials, Inc.
|Date: October 1, 2020||By:|
|Teri A. Little|
|Senior Vice President, Chief Legal Officer and Corporate Secretary|