Applied Materials completed its acquisition of Varian Semiconductor Equipment Associates, Inc. on November 10, 2011. Eligible Varian shareholders were entitled to $63 per share in cash, and Varian became a wholly owned subsidiary of Applied.
When did Applied Materials acquire Varian?
The deal closed on November 10, 2011, under a merger agreement dated May 3, 2011. Applied’s wholly owned subsidiary Barcelona Acquisition Corp. merged into Varian, with Varian continuing as a wholly owned Applied subsidiary. Applied’s closing Form 8-K documents the transaction.
The key milestones were:
- May 4, 2011: Applied announced a definitive agreement to acquire Varian for $63 per share in cash.
- November 7, 2011: Applied said China’s Ministry of Commerce had granted the last regulatory approval it required and anticipated closing on November 10, subject to remaining conditions.
- November 10, 2011: The acquisition closed. Nasdaq filed a Form 25 to remove Varian common stock from listing, and trading was suspended at the close of business that day.
Sources: Applied’s November 7 announcement and Varian’s Form 8-K.
What did Varian shareholders receive?
Under the merger terms, each eligible Varian common share was converted into the right to receive $63 in cash, without interest. Exceptions applied to shares held by Applied, Varian, or their subsidiaries. The amount is per eligible share, not an estimate of what any particular investor received after taxes, fees, or other personal circumstances; see the merger terms in Applied’s Form 8-K.
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Why are the reported deal values $4.9 billion and $4.2 billion?
The figures refer to different bases and reporting points, so they should not be treated as competing estimates of the same measure.
| Figure | What it represents | Source and timing |
|---|---|---|
| Approximately $4.9 billion | Announced transaction value on a fully diluted basis | Applied’s May 4, 2011 announcement |
| Approximately $4.2 billion | Aggregate purchase price net of cash acquired | Applied’s fiscal 2012 Form 10-K |
The $63 figure is the cash consideration for each eligible share; the two aggregate values use distinct calculations. Applied’s original announcement states the fully diluted basis, while its fiscal 2012 Form 10-K reports the net-of-cash accounting figure.
What business and technology did Applied acquire?
Varian designed, marketed, manufactured, and serviced ion implantation equipment used primarily in semiconductor manufacturing. Ion implantation directs beams of charged ions into selected locations and depths in transistor structures, changing the electrical properties of semiconductor devices.
Applied’s fiscal 2012 Form 10-K also identifies uses in other integrated-circuit manufacturing steps, crystalline-silicon solar cells, and LEDs. The filing describes the systems’ applications and the acquisition accounting in its annual report.
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Applied said Varian added ion implantation technology to its equipment portfolio and complemented its transistor-technology capabilities. The company framed the combination as serving demand for smaller, faster, higher-performance, and more power-efficient chips. These were Applied’s stated rationale and anticipated benefits, not proof that every expected outcome was subsequently achieved.
In its November 10, 2011 closing release, Applied described an annual market opportunity “approaching $1.5 billion.” That was the company’s estimate at the time, not a realized result or a current market-size figure. The rationale and estimate appear in the SEC-filed closing release.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What happened to Varian after the deal?
Varian remained a legal subsidiary of Applied, but it no longer traded as a separate Nasdaq-listed company after the merger. Applied reported the acquired business primarily within its Silicon Systems Group and Applied Global Services segments beginning in the first quarter of fiscal 2012, according to its fiscal 2012 Form 10-K.
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