24 September 2013

Applied Materials and Tokyo Electron merge and to be incorporated in the Netherlands

De Brauw acted as legal counsel to Applied Materials. The two companies 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 USD 29 billion.

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.

Ton Schutte, lead partner: “This deal continues an emerging trend of large global companies having a top holding company in the Netherlands, especially in a merger of equals. This was done with Fiat and CNH and most recently with Omnicom and Publicis”.

What is unique about this transaction?
Schutte: “Two non-European companies for the very first time opted for the Netherlands as a location for the combined entity. This is due partly to the Netherlands being very attractive because for the parties it is a “neutral” country. Also, governance in the Netherlands is flexible and recognisable, which makes non-Dutch companies feel comfortable. This is the third time in a year that we as a firm have been involved in a merger of equals with a Dutch topco – a track record of 100 percent. This indicates how important having specific expertise is when handling these mergers. It is also essential that the cooperation with foreign counsel runs seamlessly. In this case, with Weil Gotshal & Manges Palo Alto and Mori Hamada & Matsumoto in Tokyo”.

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.

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Lead partner: Ton Schutte

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