EX-99.(A)(1)(D) 5 dex99a1d.htm POWER POINT SLIDE PRESENTATION ENTITLED 'INTRODUCTION TO THE EXCHANGE OFFER' Power Point Slide Presentation entitled 'Introduction to the Exchange Offer'
Corporate Presentation
Introduction to the
Exchange Offer
November 4, 2010
Exhibit (a)(1)(D)


Corporate Presentation
2
Table of Contents
The Exchange Offer
Summary of Terms
Next Steps
Further Information
Important Notice
Agenda:


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The Exchange Offer
Orbotech is offering (the “Exchange Offer”) to certain employees
the right to exchange certain of their outstanding options for new
options to purchase a lesser number of shares on the terms and
conditions set forth in, and pursuant to, the formal ‘Offer to
Exchange’
document, dated November 4, 2010, and other
materials in the Tender Offer Statement on Schedule TO filed by
the Company with the United States Securities and Exchange
Commission (collectively, the “Tender Offer Documents”), which
can
be
accessed
at
www.sec.gov.
The Exchange Offer commenced on November 4, 2010, and will
expire at 4:00 p.m., Israel Time, on Wednesday, December 15,
2010
(or such later date as may apply if the Exchange Offer is
extended).  The Company will not accept delivery in any
manner of any Notice of Election or Notice of Withdrawal after
expiration of the Exchange Offer.


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Summary of Terms
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Only employees who are residents of Israel, the United States,
Germany, Hong Kong, Japan, Korea or Taiwan may participate. 
The Company’s directors and its senior management and corporate
officers, as well as certain additional members of management, are
ineligible to participate in the Exchange Offer.
Options are eligible for exchange if they were:
(i) granted in the years 2005, 2006 or 2007; and
(ii) have exercise prices greater than $20 per share. 
Options eligible for exchange are referred to as “Eligible Options”. 
Options received pursuant to the Exchange Offer are referred to as
New Options”.


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Summary of Terms
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The Exchange Offer is being made on the basis of a fixed exchange
ratio, which is determined in accordance with the year in which the
Eligible Option was granted. 
The exchange ratio for:
(i) Eligible Options granted in 2005 is 5-to-1;
(ii) Eligible Options granted in 2006 is 3-to-1; and
(iii) Eligible Options granted in 2007 is 2-to-1
rounded down (if necessary) to the nearest whole number to avoid
the issuance of fractional shares.


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Summary of Terms
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New Options will be granted under the Company’s Equity
Remuneration Plan for Key Employees of Orbotech Ltd. and its
Affiliates and Subsidiaries (as Amended and Restated, 2005) (the
2000 Plan”) on the first trading day after the Exchange Offer expires
in accordance with its terms, with an exercise price equal to the
average between the high and low sale prices of the Company’s
shares,
as
reported
on
the
Nasdaq
on
that
day.
New Options will vest over a two-year period, with half of the shares
(rounded up, if necessary, to the nearest whole number) vesting one
year after the grant date and the balance vesting two years after the
grant date, subject to the terms of the 2000 Plan.


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Summary of Terms
4/4
New Options (except for those issued in exchange for Eligible
Options granted in 2005) will have a term equal to the remaining
term of the Eligible Options for which they are exchanged.
New Options issued in exchange for Eligible Options granted in 2005
will expire on February 28, 2013.
Israeli employees will, as part of the election process, be required to
acknowledge that their New Options will be subject to Section 102 of
the Israeli Income Tax Ordinance and to agree to the terms and
conditions of the Pre-Ruling issued by the Israel Tax Authority.


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Next Steps
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Read the Tender Offer Documents carefully.
Consult with your own legal, financial or tax advisors, as
necessary, regarding any questions concerning personal tax
implications or otherwise.
Arrange to meet or speak with the Orbotech Corporate Secretary,
if desired, by telephone at +972-8-9423622, via e-mail at
michael.havin@orbotech.com
or
in
person.
The Company recommends that
you take the following steps as
soon as possible:


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Next Steps
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Evaluate the Exchange Offer and consider
carefully whether or not you wish to participate. 
Please note that although the Company’s Board of Directors has
approved the Exchange Offer, neither Orbotech nor the Board of
Directors is making any recommendation as to whether or not you
should participate in the Exchange Offer. 
There is no guarantee that you will ultimately receive greater value
from the New Options if you elect to participate in the Exchange
Offer than from your Eligible Options if you do not elect to participate. 
As a result, you must make your own decision regarding your
participation in the Exchange Offer.


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Next Steps
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If you do not wish to participate, you need do
nothing further.
If you wish to participate, complete, sign and deliver to the
Corporate Secretary the Notice of Election in the manner provided
in the Tender Offer Documents.
All of these steps are explained in greater detail in the Tender
Offer
Documents,
which
can
be
accessed
at
www.sec.gov
and
which you should read in their entirety.


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Further Information
Copies of the Tender Offer Documents are available
online at www.sec.gov
or may be obtained from the
Corporate Secretary of the Company, Michael Havin,
by contacting him
on telephone +972-8-9423622
or
via e-mail at michael.havin@orbotech.com.


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Important Notice
This document does not constitute the Offer to Exchange. 
You should read the Tender Offer Statement on Schedule TO
and exhibits, including the Offer to Exchange, dated
November 4, 2010, that Orbotech Ltd. has filed with the United
States Securities and Exchange Commission (the “SEC”)
because they contain important information about the option
exchange program.  You can access these documents at the
SEC’s website at www.sec.gov.  Neither Orbotech Ltd. nor our
Board of Directors is making any recommendation as to
whether or not you should participate in the option exchange
program.  You must make your own decision as to whether or
not to participate; and the Company strongly recommends that
you consult with your own legal, financial and tax advisors in
relation to any questions concerning the Exchange Offer
including any personal tax implications or otherwise.