Applied Materials and Tokyo Electron to Combine, Creating a New Global Innovator to Serve the Semiconductor and Display

    Applied Materials and Tokyo Electron to Combine, Creating a New Global
         Innovator to Serve the Semiconductor and Display Industries

- All-stock transaction creating a new company as a merger of equals with
combined market capitalization of approximately $29 billion (2.8 trillion yen)

- Accelerates development of breakthrough products to address future
technology inflections and create greater value for shareholders, customers
and employees

- Tetsuro Higashi to be chairman; Gary Dickerson to be CEO

- Expected to be accretive to EPS exiting the first full fiscal year following
transaction close with a strong commitment to returning cash to shareholders

- $3 billion stock repurchase program targeted for first 12 months following
completion of transaction

- Combined company to maintain dual listing on NASDAQ and Tokyo Stock Exchange
and dual headquarters in Santa Clara, California and Tokyo, Japan

- Live press conference in Tokyo at 7:00 p.m. JST and live conference call and
webcast today at 8:00 a.m. EDT/5:00 a.m. PDT

PR Newswire

TOKYO and SANTA CLARA, Calif., Sept. 24, 2013

TOKYO and SANTA CLARA, Calif., Sept. 24, 2013 /PRNewswire/ --Applied
Materials, Inc. (NASDAQ: AMAT) and Tokyo Electron Limited (TSE: 8035) today
announced a definitive agreement to create a global innovator in semiconductor
and display manufacturing technology via an all-stock combination which values
the new combined company at approximately $29 billion (¥2.8 trillion). This
combination, which has been unanimously approved by the Boards of Directors of
both companies, brings together complementary leading technologies and
products to create an expanded set of capabilities in precision materials
engineering and patterning that are strategically important for customers. The
closing of the transaction is subject to customary conditions, including
approval by Applied Materials' and Tokyo Electron's shareholders and review by
regulators. The companies expect the transaction to close in mid to second
half of 2014.

Tetsuro Higashi, Chairman, President and CEO of Tokyo Electron, said, "Today,
we are launching a new company and taking a bold step forward for our
industry. Built on a foundation of people, technology and commitment, we are
creating a truly global company that we believe will expand the value we
deliver to our customers and be able to achieve new levels of financial
performance."

Gary Dickerson, President and CEO of Applied Materials, said, "We are creating
a global innovator in precision materials engineering and patterning that
provides our new company with significant opportunities to solve our
customers' high-value problems better, faster and at lower cost. We believe
the combination will accelerate our momentum for profitable growth, increase
the value we deliver to shareholders and create great opportunities for our
employees."

The combined organization is intended to accelerate the existing strategic
visions of Applied Materials and Tokyo Electron and increase the new company's
opportunity to enable major, future technology inflections and advance
customers' roadmaps in both semiconductor and display. Extraordinary advances
in semiconductor and display technology have made it possible to mass produce
affordable personal electronics, putting PCs, smartphones, tablets and other
amazing devices in the hands of consumers around the world.

Today, the mobility trend is driving a new phase of industry growth and
introducing dramatic and fundamental technology changes in the way devices are
made. Materials innovation is the most significant lever for customers to
drive cost-effective performance gains in mobile chips and displays. With the
best and broadest capability in materials engineering, Applied Materials and
Tokyo Electron believe this new company will be well-positioned to provide
valuable, differentiated device performance and yield solutions that enable
the new device architectures and cost-effective scaling that customers need to
win.

Said Higashi and Dickerson jointly, "We are building this new company in the
spirit of a merger of equals. For five decades, we have each made significant
contributions to the semiconductor industry and we have deep respect for the
capabilities that the other brings to this combination. Both companies have a
strong heritage of customer service and an enduring commitment to push the
boundaries of technology and engineering. We share many common values and are
confident we will execute together to achieve our strategic and financial
goals."

As a clear signal of the commitment to create a new global enterprise, the
company will have a new name, dual headquarters in Tokyo and Santa Clara, a
dual listing on the Tokyo Stock Exchange and the NASDAQ, and will be
incorporated in The Netherlands.

The new company will have a shared leadership team. Tetsuro Higashi will serve
as Chairman, and Gary Dickerson will serve as Chief Executive Officer. The
board will be made up of eleven directors with five directors appointed by
each company and one additional director to be mutually agreed upon. Seven of
the eleven directors will be independent. Bob Halliday of Applied Materials
will serve as Chief Financial Officer.

Under the terms of the agreement, Tokyo Electron shareholders will receive
3.25 shares of the new company for every Tokyo Electron share held. Applied
Materials shareholders will receive 1 share of the new company for every
Applied Materials share held. After the close, Applied Materials shareholders
will own approximately 68% of the new company and Tokyo Electron shareholders
approximately 32%.

The companies expect to achieve $250 million in annualized run-rate operating
synergies by the end of the first full fiscal year and $500 million in
run-rate operating synergies realized in the third full fiscal year. In
addition, the new company expects to realize meaningful savings as a result of
the new corporate structure. The new company intends to commence a $3.0
billion stock repurchase program targeted to be executed within 12 months
following the close of the transaction. On a non-GAAP basis, taking into
account the buyback, the transaction is expected to be EPS accretive at the
end of the first full fiscal year after transaction close.

Goldman, Sachs & Co. acted as Applied Materials' exclusive financial advisor,
and Weil, Gotshal & Manges LLP, Mori, Hamada & Matsumoto, and De Brauw
Blackstone Westbroek acted as legal counsel to Applied Materials. Mitsubishi
UFJ Morgan Stanley Securities Co., Ltd. acted as Tokyo Electron's exclusive
financial advisor, and Jones Day, and Nishimura & Asahi acted as legal counsel
to Tokyo Electron.

More information on the announcement can be found at
www.newglobalinnovator.com.

Press Conference Information
Applied Materials and Tokyo Electron will hold a live press conference today
at 7:00 p.m. JST at the Tokyo Electron, Akasaka Biz Tower, 3-1 Akasaka
5-chome, Minato-ku, Tokyo 107-6325.

Conference Call and Webcast Information
Applied Materials and Tokyo Electron will also hold a conference call that
begins at 8:00 a.m. EDT/5:00 a.m. PDT today. A live webcast will be available
on the Investor Relations page of www.appliedmaterials.com. Dial-in details
are also available: 1-877-356-9175 (United States) or 1-706-679-5064 (outside
the United States); Conference ID: 70356685.

About Applied Materials
Applied Materials, Inc. (NASDAQ:AMAT) is the global leader in providing
innovative equipment, services and software to enable the manufacture of
advanced semiconductor, flat panel display and solar photovoltaic products.
Our technologies help make innovations like smartphones, flat screen TVs and
solar panels more affordable and accessible to consumers and businesses around
the world. Learn more atwww.appliedmaterials.com.

About Tokyo Electron
Tokyo Electron Limited (TEL), established in 1963, is a leading supplier of
innovative semiconductor, flat panel display and photovoltaic panel production
equipment worldwide. All of TEL's semiconductor and flat panel display
production equipment product lines maintain high market shares in their
respective global segments. TEL has located research & development,
manufacturing, sales, and service locations all over the world.
http://www.tel.com

Contact Information

Editorial/Media Contacts
Kevin Winston, Applied Materials Corporate Communications
(408) 235-4498
Kevin_winston@amat.com

Joseph Lo, Brunswick Group
+852 (9850) 5033
Jlo@brunswickgroup.com

Investor Relations Contact
Michael Sullivan, Applied Materials Investor Relations
(408) 748-5635
Michael_sullivan@amat.com

Editorial/Media Contacts
Tokyo Electron Limited
Public Relations Group
telpr@tel.com

John Sunley / Dan Underwood / Richard Brown, Ashton Consulting
+81 3 5425-7220
jas@ashton.jp

Investor Relations Contact
Tokyo Electron Limited
Investor Relations Dept.
telir@tel.com

Forward-Looking Statements

This communication contains forward-looking statements, including but not
limited to those regarding the proposed business combination between Applied
Materials, Inc. ("Applied Materials"), and Tokyo Electron Limited ("Tokyo
Electron") (the "Business Combination") and the transactions related thereto.
These statements may discuss the anticipated manner, terms and conditions upon
which the Business Combination will be consummated, the persons to be
appointed officers and directors of a to-be-formed holding company ("HoldCo"),
trends and the future performance of their businesses, the synergies of
Applied Materials and Tokyo Electron, and similar things. Forward-looking
statements may contain words such as "expect," "believe," "may," "can,"
"should," "will," "forecast," "anticipate" or similar expressions, and include
the assumptions that underlie such statements. These statements are subject
to known and unknown risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements,
including but not limited to: the ability of the parties to consummate the
Business Combination in a timely manner or at all; satisfaction of the
conditions precedent to consummation of the Business Combination, including
the ability to secure regulatory approvals in a timely manner or at all, and
approval by Applied Materials' and Tokyo Electron's stockholders; the
possibility of litigation (including related to the transaction itself);
Applied Materials' and Tokyo Electron's ability to successfully integrate
their operations, product lines, technology and employees and realize
synergies, growth and tax assets from the Business Combination; unknown,
underestimated or undisclosed commitments or liabilities; the potential impact
of the announcement or consummation of the proposed transactions on the
parties' relationships with third parties; the level of demand for the
combined companies' products, which is subject to many factors, including
uncertain global economic and industry conditions, demand for electronic
products and semiconductors, and customers' new technology and capacity
requirements; Applied Materials' and Tokyo Electron's ability to (i)develop,
deliver and support a broad range of products, expand their markets and
develop new markets, (ii)timely align their cost structures with business
conditions, and (iii)attract, motivate and retain key employees; and other
risks described in the Applied Materials' filings with the Securities &
Exchange Commission (the "SEC"). Tokyo Electron's filings with the Financial
Services Agency of Japan and the S-4 registration statement to be filed by
HoldCo. All forward-looking statements are based on management's estimates,
projections and assumptions as of the date hereof. Except as required under
applicable law, none of Applied Materials, Tokyo Electron or HoldCo undertakes
any obligation to update any forward-looking statements.

No Offer or Solicitation

This announcement is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and applicable regulations in the Netherlands and Japan.

Additional Information and Where to Find It

Applied Materials and Tokyo Electron intend to cause HoldCo to file with the
SEC a registration statement on Form S-4 (the "Registration Statement"), which
will include a prospectus with respect to HoldCo's ordinary shares to be
issued in the Business Combination and a proxy statement of Applied Materials
in connection with the Business Combination between Applied Materials and
Tokyo Electron. The definitive Registration Statement will contain important
information about the proposed Business Combination and related matters.
SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT
CAREFULLY WHEN IT BECOMES AVAILABLE. The Registration Statement and other
relevant materials (when they become available) and any other documents filed
by Applied Materials, HoldCo or Tokyo Electron with the SEC may be obtained
free of charge at the SEC's web site at www.sec.gov. In addition, security
holders will be able to obtain free copies of the Registration Statement from
Applied Materials or Tokyo Electron by contacting either (1) Investor
Relations by mail at Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box
58039, Santa Clara, CA 95054-3299, Attn: Investor Relations Department, by
telephone at 408-748-5227, or by going to Applied Materials' Investor
Relations page on its corporate web site at www.appliedmaterials.com or (2)
Tokyo Electron's Public Relations Group, by mail at Tokyo Electron, Akasaka
Biz Tower, 3-1 Akasaka 5-chome, Minato-ku, Tokyo 107-6325, by telephone at
512-424-1757, or by email at telpr@tel.com, or by going to Tokyo Electron's
Investor Relations page on its corporate web site at www.tel.com.

Participants in the Solicitation

Applied Materials, Tokyo Electron, HoldCo and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from Applied Materials' stockholders in connection with the proposed
Business Combination. Information about Applied Materials' directors and
executive officers is set forth in Applied Materials' Proxy Statement on
Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with
the SEC on January22, 2013, and its Annual Report on Form 10-K for the fiscal
year ended October28, 2012, which was filed with the SEC on December5,
2012. These documents are available free of charge at the SEC's web site at
www.sec.gov, and from Applied Materials by contacting Investor Relations by
mail at Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa
Clara, CA 95054-3299, Attn: Investor Relations Department, or by going to
Applied Materials' Investor Relations page on its corporate web site at
www.appliedmaterials.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed
Business Combination will be included in the Registration Statement that
Applied Materials and Tokyo Electron intend to cause HoldCo to file with the
SEC.

SOURCE Applied Materials, Inc.
 
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