International law firm Weil, Gotshal & Manges is representing Applied Materials Inc., a Santa Clara, California-based leader in semiconductor equipment manufacturing, in its merger with Japan-based Tokyo Electron Ltd., to create a new company with a combined market capitalization of approximately $29 billion (2.8 trillion yen).

The landmark deal combines two of the top three chip manufacturing companies in the world. The all-stock combination, which values Tokyo Electron at approximately $9.3 billion, creates a new merged company incorporated in the Netherlands, with joint headquarters in Santa Clara and in Tokyo. Under the terms of the agreement, Applied Materials CEO Gary Dickerson will be CEO of the merged company, while Tetsuro Higashi, CEO of Tokyo Electron, will be chairman. The 11-person board will have five directors from each company’s incumbent board, plus one to be mutually agreed on. The company plans to list on the Nasdaq and the Tokyo Stock Exchange. Shareholders of Applied Materials will own about 68% of the new company.

The deal is the largest-ever for Applied Materials, for which M&A partner Keith Flaum has led many deals over the past decade, including its 2011 acquisition of Varian Semiconductor Equipment Associates for $4.9 billion.

Weil’s cross-office and cross-practice team is led by Keith Flaum (Silicon Valley) and also includes: M&A partner James Griffin (Silicon Valley); Technology and IP Transactions partner John Brockland (Silicon Valley); Antitrust partners Steven Newborn and John Scribner (Washington DC); Securities partners Ellen Odoner (New York) and P.J. Himelfarb (Dallas); M&A associates Gabriel Shapiro and Nicholas Doloresco (Silicon Valley); Technology and IP Transactions associate Edric Itchon (Silicon Valley); Antitrust associates Jeff White and Rob Meyer (Washington DC); and Securities associate Adé Heyliger (Washington DC).


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