| 1. |
Was the tender offer completed?
Yes. The offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. Over 95% of the shares of Semitool outstanding common stock outstanding was tendered prior to expiration of the offer. |
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| 2. |
Can I withdraw shares that I previously tendered in your offer?
No, because all tendered shares have been accepted for payment in accordance with the terms of the offer. |
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| 3. |
Has the merger closed?
Yes, on December 21, 2009, Semitool was merged with a wholly-owned subsidiary of Applied. The process to de-list Semitool shares from trading on NASDAQ has been initiated. |
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| 4. |
If I did not tender my shares of Semitool common stock before the offer expired, what will happen to my shares?
As a result of the merger, all remaining publicly held shares of common stock of Semitool (other than shares held by shareholders of Semitool who properly assert their dissenters' rights under Montana law) will be automatically converted into a right to receive $11.00 in cash, without interest and less any required withholding tax. This is the same price per share paid to those who tendered their shares in the offer. Holders of Semitool common stock who did not tender their shares in the tender offer will receive a letter of transmittal that will instruct them on how to receive the merger consideration, as well as a notice and description of dissenters' rights for any such holder entitled to assert such rights under Montana law. |
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| 5. |
Are dissenters' rights available in connection with the merger?
You may be entitled to dissenters' rights in connection with the merger if you did not tender your shares of Semitool common stock in the offer and properly assert such rights in accordance with Montana law. If you choose to assert your dissenter's rights and comply with Montana requirements, you will be entitled to payment for your shares based on the estimated "fair value" of your shares as determined pursuant to Section 35-1-826 through 35-1-839 of the Montana Business Corporation Act. This value may be more or less than the $11.00 per share paid in the offer or that you would otherwise receive as part of the merger. |
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| 6. |
How did completion of the offer affect Semitool employee stock options, restricted stock units and restricted stock?
Each unexercised Semitool stock option, whether vested or unvested, that was outstanding immediately prior to 12:00 midnight on December 17, 2009 was canceled, and the holders of each such Semitool stock option are entitled to receive a payment in cash (without interest and less any required withholding tax) in an amount equal to the product of (i) the excess, if any, of: (A) $11.00 (the per share price paid in our offer) minus (B) the per share exercise price of the stock option, and (ii) the total number of shares of Semitool common stock subject to the unexercised portion of such stock option immediately prior to such time. If the per share exercise price was equal or greater than $11.00, then the stock option was canceled for no consideration.
Each Semitool restricted stock unit that was outstanding immediately prior to 12:00 midnight on December 17, 2009, to the extent not previously vested and settled in full, was canceled, and the holders of each such restricted stock unit are entitled to receive a payment in cash (without interest and less any required withholding tax) in an amount equal to the product of (i) $11.00 (the per share price paid in our offer); and (ii) the total number of shares of Semitool common stock subject to the outstanding portion of such restricted stock unit not previously vested and settled in full immediately prior to such time.
Each share of Semitool restricted stock that was outstanding immediately prior to 12:00 midnight on December 17, 2009 became vested in full as of such time, and any repurchase option, risk of forfeiture or other condition has lapsed. The holders of such restricted stock are entitled to receive $11.00 per share (without interest and less any required withholding tax). |
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| 7. |
What are the United States federal income tax consequences of having my shares of Semitool common stock accepted for payment in your offer or receiving cash in the merger?
The receipt of cash pursuant to our offer (or the merger) will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for United States federal income tax purposes, a shareholder having shares of Semitool common stock accepted for payment in the offer or receiving cash in the merger will recognize gain or loss equal to the difference between the amount of cash received by the shareholder in our offer (or the merger) and the shareholder's aggregate adjusted tax basis in the shares tendered by the shareholder and accepted for payment in our offer (or converted into cash in the merger). Gain or loss will be calculated separately for each block of shares tendered and accepted for payment in our offer (or converted into cash in the merger).
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF OUR OFFER AND THE MERGER. |
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| 8. |
Whom can I contact if I have questions about the merger?
For questions regarding the terms and conditions of the tender offer and merger,please contact the Information Agent:
 Shareholders May Call Toll Free: (877) 717-3936
Banks and Brokers May Call Collect: (212) 750-5833
For questions regarding payment for Semitool shares,
please contact the Depository Agent:
BNY Mellon Shareowner Services Customer service within the U.S.: 1 800 522-6645
From outside the U.S.: (201) 680-6578
TDD Callers: 1 800 231-5469 |
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| 9. |
Semitool Facts
- Company formed 1979 - Merged with Applied Materials 2009
- Products include electrochemical deposition and associated wafer surface preparation solutions
- Primary platforms are the Raider ECD and Raider SP
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| 2008 SMTL Annual Report |
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Contact Information
Semitool, Inc.
655 West Reserve Drive
Kalispell, MT 59901, U.S.A.
E-mail: ir@semitool.com
Phone: 406-752-2107
Fax: 406-752-5522
Common Stock
The common stock of Semitool, Inc. is traded on the NASDAQ Global Select Market under the symbol SMTL. |
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