a technology perspective, the timing of this acquisition is apt. With technology node scaling, the process flow for transistor fabrication has grown increasingly complex and is requiring significant changes in the architecture and materials used. In foundry and logic process flows, the number of implant steps is expected to approximately double in the transition from 65nm node through the 22nm node.
4.		How important was Varian’s emerging solar business to Applied’s decision to pursue the acquisition?
A.		The decision is primarily based on the advantages in wafer fab equipment. However, Varian has developed interesting potential applications of its core competencies in adjacent areas including solar, display and LED. We are still reviewing the full potential of these applications, including the use of ion implant in crystalline silicon solar.
5.		What is the role of Varian’s implant technology in the semiconductor industry’s transition to new transistor line widths and materials? Does implant technology have a role in the expected industry transition to EUV lithography? To 450mm wafers?
A.		Ion implantation is becoming increasingly critical for new transistor line widths and materials, with the number of implant steps expected to double at foundries from the 65nm node to the 22nm node. Chip design complexity is increasing with more types of transistors on the same chip, as well as the trend from planar to 3D transistor designs — all of which require more implant steps. As the transistor size scales, there has been a trend to needing more precision implant steps — and we would expect this to be true when using EUV lithography. We would expect ion implant spending to grow as a percentage of WFE in 450mm wafer manufacturing.
6.		Was the decision motivated more by opportunities for growth or synergy?
A.		Both. This acquisition opens up a nearly $1.5 billion dollar market opportunity for Applied. We expect to achieve synergies in this deal by leveraging Applied’s Global supply chain, consolidating facilities in locations outside of Gloucester, as well as reducing certain administrative and public company costs.
7.		What cost synergies do you expect as a result of the combination, and in what areas will they be found?
A.		We are confident in our ability to achieve the strategic benefits and financial synergies that we have modeled and create attractive value for our shareholders. At the end of the second year following close, we expect cost savings annually of approximately $50-60 million. We expect to achieve synergies in this deal by leveraging Applied’s Global supply chain, consolidating facilities in locations outside of Gloucester, as well as reducing certain administrative and public company costs.

8.		Why should Varian’s shareholders be pleased with the agreement?
A.		The proposed transaction provides Varian’s shareholders with a 55 percent premium to the stock closing price on the day before the announcement, or a 38 percent premium to Varian’s 30 day average closing price.
9.		Why should Applied’s shareholders be pleased with the acquisition?
A.		Varian is an excellent company, with a leading position in a large and strategic market, a history of innovation, an excellent management and technical team, strong customer relationships, a strong customer support organization, and potential applications in emerging applications. Together we believe we can provide even better solutions to our customers more effectively and efficiently than before, generating attractive returns for our shareholders.
10.		What premium is Applied paying, and why should Applied’s shareholders be satisfied with the cost?
A.		The price represents a 55 percent premium to the closing price of Varian’s stock on the day before the announcement, or a 38 percent premium to Varian’s 30 day average closing price. Our offer is based on a detailed cash flow based valuation of the business, the additional market opportunities we can address as a combined organization, and the efficiencies we can achieve through the acquisition. The combined company will be better positioned to help our customers solve complex challenges and find new solutions for smaller transistors and faster and higher performance chips. We also believe we are the only company capable of achieving this level of value creation. The purchase price reflects a multiple of 16.1 times analyst consensus estimates for 2011 earnings. We are very pleased to be able to acquire such a successful company at this attractive valuation.
11.		Applied has had a number of successful acquisitions in recent years, but these have been small compared to today’s announcement. What gives Applied confidence that it can make this acquisition successful?
A.		As we discussed at our March analyst meeting, Applied has invested $1.5 billion in five acquisitions since 2006 that now represent 15% of our revenue and 16% of our operating income. Through our prior acquisitions we have developed significant experience in integrating businesses successfully and achieving the targets we have set for ourselves. Compared to these recent acquisitions, Varian is even closer to our core expertise and customers, leaving us very confident in our ability to achieve attractive returns for shareholders.
12.		Will Applied now take a pause in making further acquisitions?
A.		We will be focused on closing this deal, successfully integrating Varian into Applied, and preserving our strong financial position. That said, we have an active business development capability and will continue to look for attractive opportunities across our businesses.

13.		What is Varian’s patent portfolio, and would all of the IP be transferred to Applied under the agreement?
A.		Varian has 362 issued and pending U.S. patents and over 800 filings outside of the U.S. These span various ion beam technologies for semiconductor and solar applications. Applied would be the owner of this IP after close of the transaction.
14.		Who are Varian’s major customers, and why should they be pleased with the acquisition?
A.		Varian serves all the leading customers in the semiconductor space. This acquisition benefits customers in multiple ways:

•

Faster introduction of integrated front-end/transistor level solutions are likely to reduce integration risk and accelerate technology ramps.

	•		Combined teams can work more effectively with device engineering groups at customers (CAD modeling, junction engineering, materials modification)
	•		Short Loop processes can be qualified at Applied’s Maydan Technology Center
	•		Integrated process flows for materials modification, reduced leakage and defects

	•		Enhanced installed base services and support for customers by utilizing Applied’s global infrastructure
	•		Varian’s culture is well-matched with Applied’s, with a history of putting the customer first. This is evidenced by Varian’s customer satisfaction rankings (VLSI) and public award programs (Intel’s PQS and SCQI quality awards). Together, we expect to provide even stronger support of customers and a close working relationship in solving integration challenges.

15.		Who are Varian’s competitors?
A.		There are many large and small players in the ion-implant space including SEN, Nissin, Axcelis, Ulvac, TEL, AIBT, APTC and Ion Beam Services.
16.		Applied exited the implant business in 2007. Why the apparent reversal in strategy?
A.		In 2007, Applied did not have the portfolio to compete well in all of the segments that the market valued. We would have had to invest more than we could generate adequate returns on, and so it was the right decision for us to exit and deploy our dollars and efforts toward other opportunities. Today, implant is an attractive and growing market segment. Varian is the clear number-one player, and with new transistor architectures coming into production, the opportunity to participate in the market as a combined entity is attractive to us.
17.		Is Varian’s PLAD Plasma Doping system serving the same market as Applied’s Centura® Conforma™ conformal plasma doping tool released a few weeks ago?
A.		The two systems have complementary features that align to different applications in the emerging ultra high dose doping market. The PLAD system has done well in traditional ultra high dose doping applications, such as buried wordline in DRAM and floating gate in NAND. Applied’s Conforma system is focused on logic applications for materials modification and vertical gate architectures in memory where a conformal capability is required. We intend to maintain both product lines because of their complementary nature.

18.		Is Varian’s technology applicable to other existing areas of Applied’s businesses?
A.		In addition to its core semiconductor capabilities, Varian’s technology has exciting potential in adjacent markets, including the solar market

	•		Varian Solion PV ion implant technology is making inroads in the crystalline silicon solar market and could complement Applied’s offering in this segment.
	•		Varian has relationships with several leading Chinese PV manufacturers to insert Solion patterned ion implantation.
	•		Applied’s leadership in the solar market and strong presence, particularly among Chinese manufacturers, could help accelerate the penetration of this technology.

19.		Why is this acquisition positive for the semiconductor capital equipment industry?
A.		The pace of technological advancement is accelerating, requiring devices that are more mobile, more connected and more personalized. These global trends are driving our customers to find new solutions for smaller transistors and faster and higher performance chips, while pushing the boundaries of innovation. Combined, Applied and Varian will be better positioned to help our customers solve these complex challenges and deliver long-term value to our shareholders. This acquisition would pave the way for faster introduction of well tested front-end/transistor level solutions that would reduce integration risk and accelerate the technology roadmap.
20.		What hurdles must be cleared for the agreement to close?
A.		The closing of the transaction is subject to customary closing conditions, including regulatory review, as well as approval by Varian’s shareholders.
21.		When do you expect the agreement to be approved and closed?
A.		The closing of the transaction would occur after satisfaction of customary closing conditions, including regulatory review and approval by Varian’s shareholders.
22.		Do you expect other suitors to emerge?
A.		No, we do not expect that any other competitor could generate the value that the Applied and Varian combination will create. We believe the fit between Applied and Varian is excellent and that we are offering an attractive value to shareholders.
23.		Is Applied assuming any significant liabilities of Varian’s under the transaction (e.g. pension, environmental, etc.)?
		The transaction is structured as a merger, and all liabilities are assumed by Applied as the buyer. We are conducting ongoing due diligence to ascertain and assess any risks.

24.		Does the acquisition trigger any change in control terms in material contracts?
A.		There are certain employment agreements which will be addressed in the closing.
II.		Personnel and Operations
25.		What is the expected organizational structure of the combined company?
A.		Varian will operate as a business unit within Applied’s Silicon Systems Group, and over time, support functions will roll into Applied’s corporate structure.
26.		Will there be any organizational changes to Applied’s semiconductor or services groups as a result of the acquisition?
A.		Varian will operate as a business unit within Applied’s Silicon Systems Group, and over time, support functions will roll into Applied’s corporate structure. We are continuing to evaluate our integration plans.
27.		Will there be any layoffs as a result of the acquisition?
A.		We are continuing to evaluate our integration plans. Varian is a well-run company with strong management, technology, customer service and logistics teams. Our priority will be to preserve these strengths.
28.		What do you expect the roles of Varian’s CEO and CFO to be once the acquisition is completed?
A.		Varian’s management team is highly respected in the industry. We are pleased that Bob Halliday will lead the Varian unit, reporting to Randhir Thakur upon closing. Gary Dickerson will remain very involved in the business during the transition period and continue to be a close advisor to Mike Splinter.
29.		Where is Varian headquartered, and where are its major operations around the world?
A.		Varian is based in Gloucester, MA, with operations in Switzerland and Singapore.
30.		How many people work at Varian, and where are they based around the world? How many positions does the company have in R&D, manufacturing, sales/support, and general/administrative?
A.		Varian’s worldwide workforce consists of approximately 1,600 employees, not including independent contractors. We do not break the number down by function.
31.		How many Varian jobs are expected to be eliminated when the integration is fully completed? In which functions and locations will jobs be eliminated? How many Varian jobs are expected to be preserved once Varian is fully integrated within Applied?
A:		At this point as we are still working on our integration plans. It is important to us to ensure continuity in innovation and operations, and we believe that Varian’s employees will be instrumental in the future success of Applied, both in ion implantation and new markets.

32.		What will happen to Varian’s manufacturing and logistics operations? Will they be integrated into Applied’s, and over what timeframe would this be accomplished?
A.		We expect to leverage the full capability of Applied in the combined operation.
33.		Will Varian’s service and support operations be integrated by Applied’s services group?
A.		We expect to leverage the full capability of Applied in the combined operation. We are still working on our integration plans.

III. Financial

Deal Terms

34.		What are the terms of the agreement?
A.		The announced agreement provides for a one-step, reverse triangular merger in which Varian stockholders would exchange their shares of Varian stock for $63 per share. Varian would survive the merger as a wholly-owned subsidiary of Applied.
35.		How did you determine the offer price and terms? What are the value assumptions?
A.		Our offer is based on a detailed review of the valuation of the existing business, the additional market opportunities we can address together, and the expected cost efficiencies in the range of $50-$60 million annually by the end of the second year following close. The purchase price reflects a multiple of 16.1 times analyst consensus estimates for 2011 earnings. We are very pleased to be able to acquire a very successful company at an attractive valuation.
36.		What happens to the value assumptions of the deal if the industry goes into a steep cyclical downturn? Have you modeled such scenarios, and what did you learn?
A.		We have looked at a variety of scenarios, and we do assume that the industry will continue to be cyclical. The success of this transaction is much less about the cycle than it is about the complementary fit of Applied and Varian’s products which will better position the combined organization to help customers design and fabricate future generations of transistors — and accelerate the pace of technology development and implementation. Having said that, we continue to see signs that lead us to believe that WFE demand will be healthy through 2012.
37.		How does Applied expect to finance the merger?
A.		Applied expects to finance the Merger through a combination of existing cash and debt. Applied and Varian combined had more than $4.6 billion dollars of cash and investments in our most recently reported quarters. Applied has secured a commitment for a $2 billion, one-year senior bridge loan facility and plans to arrange for long-term debt financing. Applied also has in place an existing, undrawn $1 billion revolving credit

facility. Additional financing arrangements are expected to include replacement of the existing credit facility with a new four-year, $1.5 billion revolving credit facility. Applied remains committed to a strong investment grade capital structure.

Accretion

38.		When do you expect the transaction to be accretive to Applied’s financial results?
A.		The transaction is expected to be accretive to Applied’s earnings on a non-GAAP basis in the first year. Additionally, we expect earnings per share accretion to continue to improve long term through anticipated strong Varian revenue growth, operating improvements and synergy opportunities. Finally, the acquisition provides attractive returns on invested capital to Applied shareholders.

Deal Impacts

39.		Will there be any write-offs or other one-time charges as a result of the transaction? When will they be taken?
A.		We expect to write off items typical of acquisitions of technology companies. These are anticipated to include write-offs of charges related to integration of Varian’s operations, as well as adjustments associated with accounting for the transaction as a business combination.
40.		What is the treatment of Varian’s outstanding stock options and other equity awards?
A.		The treatment of Varian’s outstanding equity awards will vary based on the award type. Vested options granted under the Amended and Restated Omnibus Stock Plan and all unvested stock options generally will be assumed and converted into Applied options on substantially similar terms, with the exercise price and number of shares adjusted to reflect the merger. Unvested restricted stock will be assumed and converted into a right to receive cash equal to the per share merger consideration. All assumed unvested awards will continue to vest based on continued employment with Applied. Vested options granted under Varian’s 2006 Stock Incentive Plan generally will be converted into cash equal to the difference between the merger consideration and the exercise price of such awards.
41.		What amount of M&A charges or other charges does Applied expect to take related to the agreement in its fiscal Q2 and later in fiscal 2011?
A.		The majority of integration-related expenses will be incurred in the first year of operations, subsequent to transaction closure as we pursue operational synergies and integrate Varian into Applied.
42.		How will the acquisition costs be reflected on Applied’s income statement?
A.		All acquisition costs are expensed as incurred. Only direct financing fees are costs of the acquisition that can be capitalized in purchase accounting under FAS141R.

Future Impacts

43.		What changes would you expect to see in Applied’s balance sheet and income statements following the acquisition?
A.		Upon the closing, we expect that the balance sheet will reflect the addition of approximately $2.7 billion of short-term and long-term debt. We anticipate that Applied’s cash and investments balance will be reduced by approximately $1.8 billion. The mix of cash versus debt could change based on the timing of the transaction close. The income statement will reflect the addition of Varian’s results of operations as well as interest costs associated with the debt and a lower level of interest income.
44.		Applied’s acquisition-related charges had declined to less than a penny per share. What would you expect them to be in the future as a result of this agreement?
A.		As required by US GAAP, the allocation of the purchase price to tangible and intangible assets will be used to determine acquisition-related charges. In connection with the acquisition, we would expect acquisition-related intangible assets to increase as well as the associated amortization expenses. We will be able to discuss the level of these charges after the close of the transaction.
45.		What is Applied’s credit rating, and how do you expect that to change following the acquisition?
A.		Applied will retain its strong and flexible balance sheet and we expect to retain our strong investment-grade credit rating.

Business and Financial Models

46.		What are Varian’s ASPs and gross margins like today, and do you see those changing as a result of the agreement?
A.		Varian has solid ASPs reflecting the value of its products and has delivered gross margins in the 49-50% range. We believe the combination will be positive for gross margins as operating synergies are realized.
47.		Varian has high market share in its core business. Following the acquisition, does Applied expect to be able to maintain that position?
A.		With the acquisition, Applied will be able to offer broader technology solutions and enhanced services. We expect Varian will continue to be a leader in its core markets and that together, we will be able to offer even broader solutions for our customers.
48.		By about what percentage will Varian’s ongoing R&D and opex spending decline once the business is fully integrated?
A.		At this point, we are still working on our integration plans.

49.		What will happen to Applied’s dividend and buyback?
A.		Our philosophy towards capital allocation has been in place for a number of years, and this doesn’t change it. Going forward, we expect to maintain the dividend and grow it responsibly over time with the increasing profitability of the business. We are devoting a significant amount of cash to this transaction We anticipate that cash in excess of business needs will be used to pay back a portion of the debt and replenish cash reserves. Cash beyond these requirements will be assessed for return to shareholders.
50.		How does this announcement affect Applied’s financial guidance for 2011?
A.		We’ll discuss the implications of this on our financial outlook for fiscal 2011 when the transaction has closed.
51.		What does Applied’s company operating model look like under the combination?
A.		We’ll discuss the specific implications on our published financial models when the transaction has closed.
52.		How will your segment operating models for SSG, AGS and EES change under the combination? For example, will the SSG operating margin increase or decrease at a given level of revenue?
A.		We’ll discuss the specific implications on our published financial models when the transaction has closed. However, Varian is a well-run and profitable organization, so we expect the segment operating models to reflect their continued strong performance.
IV.		Markets
53.		What markets does Varian compete in, and do you expect any significant changes in focus under the agreement and integration plan?
A.		Varian competes in all segments of implant, including ultra high dose doping, and we expect that to continue. The combination adds complementary products to Applied’s front end portfolio. Over time, we will drive to maximize the synergies between Applied and Varian.
54.		What was the size of the segment in 2010, and what is the expected growth rate?
A.		The implant market was $1.5 billion in 2010.
55.		What was Varian’s share of these segments in 2010, and how do you expect the share positions to evolve?
A.		According to Gartner, Varian had a market leading position in the total implant segment in 2010. We expect continued strong leadership in this space.

56.		What is the nature and size of the solar opportunity Varian has been pursuing?
A.		The solar opportunity addressed by Varian is looking to replace a furnace-based doping process with implant. The size of this market has been estimated at approximately $200M in 2012.
V.		Products and Roadmaps
57.		What are Varian’s major product lines and key products?
A.		Medium Current implant: VIISta 810XEr, VIISta 900XP High Current implant: VIISta HCP, VIISta Trident High Energy implant: VIISta 3000XP Ultra High Dose plasma doping: VIISta PLAD Solar Implant: Solion All of these products are based on the common Vista platform.
58.		How large is Varian’s parts and services business?
A.		Varian’s services and parts businesses have delivered approximately $180-$200M per year when including both services and upgrades. Services and parts are approximately 25% and 10% of revenue, respectively.
59.		What overlaps exist between the semiconductor capital equipment product lines of Applied and Varian?
A.		The product lines are essentially completely complementary.
60.		Do you expect any significant reductions to Varian’s product lines as a result of the agreement?
A.		No. We plan to invest in the R&D spending on semiconductor implant to preserve industry leadership. We will also evaluate the spending in emerging area and fund promising applications. Over time we may find some synergies, but R&D is a strong focus for Applied and a key pillar of the decision to acquire Varian.
61.		What overlaps exist between the solar product lines of Applied and Varian?
A.		While it is still early in Varian’s solar product development, we see these potential products as complementary to Applied’s.
62.		Will Varian’s products continue to be marketed under the Varian brand name?
A.		At this point, we are still working on our integration plans.
63.		Do you expect to integrate Varian’s mechanical and software platforms with Applied’s platforms?
A.		At this point, we are still working on our integration plans. First and foremost, we are interested in maintaining customer focus and satisfaction.

###

Additional Information and Where to Find It

Varian intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement in connection with the proposed acquisition. The definitive proxy statement will be sent or given to the stockholders of Varian and will contain important information about the proposed acquisition and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Varian with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Varian by contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by telephone at 978-282-2000.

Participants in the Solicitation

Varian and Applied and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Varian’s stockholders in connection with the proposed transaction. Information about Varian’s directors and executive officers is set forth in Varian’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on December 1, 2010, and its Annual Report on Form 10-K for the year ended October 1, 2010, which was filed with the SEC on November 22, 2010. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from Varian by contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by telephone at 978-282-2000, or by going to Varian’s Investor Relations page on its corporate web site at www.vsea.com. Information about Applied’s directors and executive officers is set forth in Applied’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on January 27, 2011, and its Annual Report on Form 10-K for the year ended October 31, 2010, which was filed with the SEC on December 10, 2010. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from Applied by contacting Investor Relations by mail at Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, or by going to Applied’s Investor Relations page on its corporate web site at www.appliedmaterials.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement that Varian intends to file with the SEC.

Forward Looking Statements

These documents contain forward-looking statements, including those related to Applied’s proposed acquisition of Varian, the expected benefits of the transaction, and all statements other than those of historical fact. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the merger in a timely manner or at all; satisfaction of conditions to closing of the transaction, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Varian’s stockholders; the possibility of litigation (including related to the transaction itself); Applied’s ability to successfully integrate Varian’s operations, product lines, technology and employees and realize synergies from the proposed merger; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined companies’ products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers’ new technology and capacity requirements; Applied’s ability to (i) develop, deliver and support a broad range of products, expand its markets and develop new markets, (ii) timely align its cost structure with business conditions, (iii) attract, motivate and retain key employees, and (iv) obtain and protect intellectual property rights in key technologies; and other risks described in Applied’s SEC filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof, and Applied undertakes no obligation to update any forward-looking statements.

The Applied Materials Blog

Date: Announcement

Audience: External

Applied Materials to Acquire Varian Semiconductor Equipment Associates

Applied Materials announced the signing of a definitive merger agreement under which Applied will acquire Varian for $63 per share in cash for a total price of approximately $4.9 billion on a fully-diluted basis.

The acquisition will extend Applied’s leadership in wafer fabrication equipment (WFE) with the addition of the technology leader in ion implantation — a critical step in integrated circuit manufacturing.

The full press release can be found at the Applied Materials Newsroom [hyperlink to http://www.appliedmaterials.com/news/articles/applied-materials-acquire-varian-semiconductor-equipment-associates].

***

Additional Information and Where to Find It

Varian intends to file with the SEC a proxy statement in connection with the proposed acquisition. The definitive proxy statement will be sent or given to Varian stockholders and will contain important information about the proposed Merger and related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Varian with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Varian by contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by telephone at 978-282-2000.

Participants in the Solicitation

Varian and Applied, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Varian’s stockholders in connection with the proposed acquisition. Information about Varian’s directors and executive officers is set forth in Varian’s proxy statement for its 2011 Annual Meeting of Stockholders filed with the SEC on December 1, 2010, and its Form 10-K for the year ended October 1, 2010 filed on November 22, 2010. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from Varian by contacting Investor Relations by mail at Varian Semiconductor, 35 Dory Road, Gloucester, MA 01930, Attn: Investor Relations Department; or by telephone at 978-282-2000, or by going to Varian’s Investor Relations page on its corporate web site at www.vsea.com. Information about Applied’s directors and executive officers is set forth in Applied’s proxy statement for its 2011 Annual Meeting of Stockholders filed with the SEC on January 27, 2011, and its Form 10-K for the year ended October 31, 2010 filed on December 10, 2010. These documents are available free of charge at the SEC’s web site at www.sec.gov, and from Applied by contacting Investor Relations by mail at Applied Materials, 3050 Bowers Avenue M/S 1261, P.O. Box 58039, Santa Clara, CA 95052-8039, Attn: Investor Relations Department, or by going to Applied’s Investor Relations page on its corporate web site at www.appliedmaterials.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the acquisition will be included in the proxy statement that Varian intends to file with the SEC.