Item 8.01 Other Events.
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, 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.
Pursuant to the terms of the Agreement, on June 30, 2020, Applied and Seller
mutually extended the Outside Date to September 30, 2020.
The parties to the Agreement are 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.
Forward-Looking Statements
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.
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