Risk Factors.
−Removed: There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the 2024 Form 10-K, as updated by the risk factors previously disclosed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2025, filed with the SEC on May 7, 2025, except as set forth below.
+Added: There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the 2024 Form 10-K, as updated by the risk factors previously disclosed under the heading “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2025, filed with the SEC on May 7, 2025, and June 28, 2025, filed with the SEC on August 7, 2025.
We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.
−Removed: Risks Related to the Proposed Acquisition of Semilab USA LLC.
−Removed: Our ability to complete the acquisition of Semilab USA is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the acquisition not to be completed.
−Removed: On June 27, 2025, we entered into a definitive agreement (the Purchase Agreement) to acquire Semilab USA, an independent manufacturer of metrology equipment for the semiconductor industry, from Semilab.
−Removed: The acquisition is subject to customary conditions to closing as specified in the Purchase Agreement.
−Removed: These closing conditions include, among others, (i) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of Hungarian foreign direct investment approval, (ii) the absence of any law or order issued by any governmental authority preventing consummation of the transaction and (iii) the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement.
−Removed: No assurance can be given that the required governmental approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals.
−Removed: Any delay in completing the acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the acquisition is successfully completed within its expected time frame.
−Removed: Additionally, either we or Semilab may terminate the Purchase Agreement under certain circumstances, including, (i) if the transaction is not consummated within nine (9) months following the date of the Purchase Agreement, subject to one extension of three (3) months at either the Company’s or Semilab’s election if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived, (ii) upon entry by a governmental authority of a final order restraining or permanently enjoining the transaction or (iii) if the other party breaches the Purchase Agreement and such breach would cause the failure of any condition to closing (subject to a cure period).
−Removed: We can provide no assurance that the various closing conditions will be satisfied and that the necessary approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the acquisition.
−Removed: In addition, we can provide no assurance that these conditions will not result in the abandonment or delay of the acquisition.
−Removed: The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the trading price of our common stock.
−Removed: Integrating Semilab USA’s business may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the acquisition, which may adversely affect our business results and negatively affect the value of our common stock.
−Removed: The success of the Semilab USA acquisition, including the realization of anticipated benefits, will depend, in part, on our ability to successfully combine our and Semilab USA’s businesses.
−Removed: The integration may be more difficult, costly or time consuming than expected.
−Removed: It is possible that the integration process could result in the loss of key employees or the disruption of each company’s ongoing businesses or that the alignment of standards, controls, procedures and policies may adversely affect the combined company’s ability to maintain relationships with clients, customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the transaction.
−Removed: The loss of key employees could adversely affect our ability to successfully conduct our business in the markets in which Semilab USA now operates, which could have an adverse effect on our financial results.
−Removed: Other potential difficulties of combining our and Semilab USA’s businesses include unanticipated issues in integrating manufacturing, logistics, information communications and other systems.
−Removed: If we experience difficulties with the integration process, the anticipated benefits of the Semilab USA acquisition may not be realized fully or at all, or may take longer to realize than expected.
−Removed: Integration efforts between the two companies may also divert management attention and resources.
−Removed: These integration matters could have an adverse effect on each of us and Semilab USA during this transition period and for an undetermined period after completion of the Semilab USA acquisition on the combined company.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.