Applied Materials, Inc. (NasdaqGS:AMAT) signed a definitive agreement to acquire Tokyo Electron Limited (TSE:8035) from a group of investors for approximately $9.4 billion in stock on September 24, 2013. Under the terms of the agreement, Tokyo Electron shareholders will receive 3.25 shares of the combined company for every Tokyo Electron share held. Applied Materials shareholders will receive 1 share of the combined company for every Applied Materials share held. After the close, Applied Materials shareholders will own approximately 68% of the combined company and Tokyo Electron shareholders approximately 32%. The group of investors include Tokyo Broadcasting System Holdings, Inc. (TSE:9401), State Street Bank and Trust Company 505225, State Street Bank and Trust Company 505017, BNY Mellon, National Association, Asset Management Arm, The Master Trust Bank of Japan, Ltd., Japan Trustee Services Bank Ltd, Asset Management Arm and others. The deal is a merger of equals. The combined 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 combined company intends to commence a $3 billion stock repurchase program targeted to be executed within 12 months following the close of the transaction. Applied Materials, Inc. and Tokyo Electron are entitled to pay a termination fee of $400 million to other party in case any party terminates the agreement. As on January 26, 2014, the transaction was approved by the People's Republic of China's Ministry of Commerce.

Tetsuro Higashi, President and Representative Director of Tokyo Electron will serve as Chairman as well as Michael Spinter, Executive Chairman and Representative of Applied Materials and Tetsuo Tsuneishi, Vice Chairman and Representative of Tokyo Electron will serve as Vice Chairmen. Gary Dickerson, President and Chief Executive Officer of Applied Materials 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, Chief Financial Officer of Applied Materials of Applied Materials will serve as Chief Financial Officer. The closing of the transaction is subject to customary conditions, including approval by Applied Materials' and Tokyo Electron's shareholders, approval by Committee on Foreign Investment and by authorities under applicable competition laws in Japan, U.S. and other countries and review by Government regulators. The transaction is subject to Effectiveness of S-4 Registration/Proxy Statement. The deal has been unanimously approved by the Boards of Directors of both Applied Materials and Tokyo Electron. As of December 18, 2013, the United States Department of Justice requested additional information with respect to the transaction. Supplemental agreement was signed on February 18, 2014. As of February 24, 2014, Committee on Foreign Investment in the United States approved the transaction. The deal is expected to close in mid to second half of 2014. 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. As of June 23, 2014, the transaction has been approved by shareholders of Applied Materials, Inc.

Colin Ryan, Simpson Thacher, David Sneider and Sayo Takizawa of Goldman, Sachs & Co. acted as financial advisors and Keith A. Flaum, James R. Griffin, Gabriel Shapiro, Nicholas Doloresco, Steven Newborn, John Scribner, Jeff White, Robert Meyer, John Brockland, Edric Itchon, Ellen Odoner, PJ Himelfarb and Adelaja Heyliger of Weil, Gotshal & Manges LLP, Atsushi Oishi of Mori, Hamada & Matsumoto, and Ton Schutte of De Brauw Blackstone Westbroek acted as legal advisors to Applied Materials. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor and Scott Cohen, Troy B. Lewis, Jim E. O'Bannon, Lester W. Droller, Lodewijk Berger, Ferdinand Mason, Marc Rijkaart van Cappellen, Mike Shah, Joe Sims, Kathryn M. Fenton, Ryan C. Thomas, Tom D. Smith, Noel J. Francisco, Carsten T. Gromotke, Yizhe Zhang, David P. Longstaff, Mike L. Davitt and Peter J. Wang of Jones Day and Masaki Noda of Nishimura & Asahi acted as legal advisors to Tokyo Electron. Joseph Lo of Brunswick Group and John Sunley, Dan Underwood and Richard Brown of Ashton Consulting acted as PR advisors to Applied Materials and Tokyo Electron respectively. Christopher Kaufman of Latham & Watkins LLP acted as legal advisor to Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. Ivan A. Schlager of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Applied Materials, Inc. Baker & McKenzie, LLP acted as taxation advisor for Applied Materials, Inc. KPMG AZSA LLC acted as taxation advisor for acted Tokyo Electron Limited. Innisfree M&A I£nc. acted as information agent for Applied Materials. Innisfree M&A Inc. will receive an advisory fee of $0.02 million from Applied Materials.

As of May 14, 2014, the transaction was approved by the Board of Directors of Tokyo Electron. As on June 20, 2014, the shareholders of Tokyo Electron approved the acquisition. The transaction is expected to close on September 24, 2014.

Goldman, Sachs & Co. will receive an advisory fee of $42 million from Applied Materials. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. will receive an advisory fee of ¥3.5 billion ($35.3 million) from Tokyo Electron Limited. The currency conversion was done from www.oanda.com on September 24, 2013.

As of July 7, 2014 Applied Materials, Inc. and Tokyo Electron Limited announced Eteris as the new name of their combined company.

As of July 29, 2014, the effective date of the Tokyo Electron share exchange has been changed from September 24, 2014 to December 30, 2014, the expected delisting date is December 25, 2014, the effective closing date is December 30, 2014. As of November 28, 2014, the effective date of the Tokyo Electron share exchange has been changed from December 30, 2014 to March 24, 2015, the expected delisting date is March 19, 2015, the effective closing date is March 24, 2015. The effective listing date is March 25, 2015. As announced on February 9, 2015, Applied Materials has refiled in China for the antitrust review of its acquisition of Tokyo Electron.

As announced on February 26, 2015, the end date of the transaction was extended from March 24, 2015 to June 30, 2015 after which either Applied or TEL may terminate the contract.

Applied Materials, Inc. (NasdaqGS:AMAT) cancelled the acquisition of Tokyo Electron Limited (TSE:8035) from a group of investors on April 27, 2015. The decision is based on the U.S. Department of Justice's advise that the coordinated remedy proposal submitted to all regulators would not be sufficient to replace the competition lost from the merger.