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2014-05-13

Applied Materials: Applied Materials Announces Special Stockholder Meeting to Approve Proposed Combination with Tokyo Electron

SANTA CLARA, Calif., May 13, 2014 - Applied Materials, Inc. (NASDAQ: AMAT)
today announced that it has scheduled a special meeting of its stockholders
for June 23, 2014 at 10:00 a.m. Pacific Time at Applied's corporate offices
at 3050 Bowers Avenue, Santa Clara, California in connection with the
company's previously announced proposed business combination with Tokyo
Electron Limited (TSE: 8035). The meeting is being held to seek stockholder
adoption of the business combination agreement and related matters.

Stockholders of record of Applied common stock as of the close of business on
May 9, 2014 will be entitled to vote at the meeting.

Applied expects to begin mailing a proxy statement/prospectus to its
stockholders in the coming days. The proxy statement/prospectus will provide
information for stockholders, including voting instructions.

Applied Materials and Tokyo Electron are joining together to create a new
global innovator for the semiconductor and display industries. This
combination brings together complementary leading technologies and products
to create an expanded set of capabilities in precision materials engineering
and patterning.

The closing of the business combination remains subject to customary
conditions set forth in the parties' Business Combination Agreement dated
September 24, 2013, as amended, including approval by stockholders of Applied
Materials and Tokyo Electron and review by regulators in various countries.
Applied Materials continues to expect the transaction to close in the second
half of 2014.

No Offer or Solicitation
This announcement is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to
the proposed transactions or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and applicable regulations in the Netherlands and Japan.

Additional Information and Where to Find It
TEL-Applied Holdings B.V., a Dutch private limited liability corporation
("HoldCo"), has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (the "Registration Statement"), which was
declared effective on May 13, 2014, and which includes a prospectus with
respect to HoldCo's ordinary shares to be issued in the proposed business
combination between Applied Materials and Tokyo Electron (the "Business
Combination") and a proxy statement of Applied Materials in connection with
the Business Combination. Applied Materials and Tokyo Electron plan to
provide to their respective stockholders or shareholders, as applicable, the
definitive prospectus with respect to HoldCo's ordinary shares to be issued
in the Business Combination and, with respect to Applied Materials
stockholders, the definitive proxy statement of Applied Materials in
connection with the Business Combination. SECURITY HOLDERS ARE URGED AND
ADVISED TO READ THE DEFINITIVE PROSPECTUS AND DEFINITIVE PROXY STATEMENT
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT APPLIED MATERIALS, TOKYO ELECTRON, HOLDCO, THE
BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Registration Statement, the definitive prospectus
and the definitive proxy statement (when they become available) and other
relevant materials and any other documents filed by Applied Materials, HoldCo
or Tokyo Electron with the SEC free of charge at the SEC's web site at
www.sec.gov. In addition, security holders may obtain free copies of the
Registration Statement and other documents filed with the SEC from Applied
Materials or Tokyo Electron by contacting either (1) Investor Relations by
mail at Applied Materials, Inc., 3050 Bowers Avenue, M/S 1261, P.O. Box
58039, Santa Clara, CA 95054-3299, Attn: Investor Relations Department, by
telephone at 408-748-5227, or by going to Applied Materials' Investor
Relations page on its corporate web site at www.appliedmaterials.com or (2)
for media inquiries: Tokyo Electron's Public Relations Group, by mail at
Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka 5-chome, Minato-ku,
Tokyo 107-6325, by telephone at +81-3-5561-7004, or by email at
telpr@tel.com; and for analyst inquiries: Tokyo Electron's Investor Relations
Group, by mail at Tokyo Electron Limited, Akasaka Biz Tower, 3-1 Akasaka
5-chome, Minato-ku, Tokyo 107-6325, by telephone at +81-3-5561-7004, or by
email at telpr@tel.com, or by going to Tokyo Electron's Investor Relations
page on its corporate web site at www.tel.co.jp.

Participants in the Solicitation
Applied Materials, Tokyo Electron, HoldCo and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from Applied Materials' stockholders in connection with the proposed
Business Combination. Information about Applied Materials' directors and
executive officers is set forth in Applied Materials' Proxy Statement on
Schedule 14A for its 2014 Annual Meeting of Stockholders, which was filed
with the SEC on January 21, 2014, and its Annual Report on Form 10-K for the
fiscal year ended October 27, 2013, which was filed with the SEC on December
4, 2013. These documents are available free of charge at the SEC's web site
at www.sec.gov, and from Applied Materials by contacting Investor Relations
by mail at Applied Materials, Inc., 3050 Bowers Avenue, M/S 1261, P.O. Box
58039, Santa Clara, CA 95054-3299, Attn: Investor Relations Department, or by
going to Applied Materials' 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
proposed Business Combination is included in the Registration Statement and
will be contained in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become available.

Forward-Looking Statements
This communication contains forward-looking statements, including but not
limited to those regarding the proposed business combination between Applied
and TEL (the "Business Combination"). These statements may discuss the
anticipated manner, terms and conditions upon which the Business Combination
will be consummated, trends and the future performance of their businesses,
the synergies of Applied and TEL, and similar matters. Forward-looking
statements may contain words such as "expect," "believe," "may," "can,"
"should," "will," "forecast," "anticipate" or similar expressions, and
include the assumptions that underlie such statements. 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 Business Combination in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the Business
Combination, including the ability to secure regulatory approvals in a timely
manner or at all, and approval by Applied's and TEL's stockholders; the
possibility of litigation (including related to the transaction itself);
Applied's and TEL's ability to successfully integrate their operations,
product lines, corporate structures, transfer pricing policies, technology
and employees and realize synergies, savings and growth expected to result
from the Business Combination; unknown, underestimated or undisclosed
commitments or liabilities; the potential impact of the announcement or
consummation of the proposed transactions on the parties' relationships with
third parties; 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 and TEL's
ability to (i) develop, deliver and support a broad range of products, expand
their markets and develop new markets, (ii) timely align their cost
structures with business conditions, and (iii) attract, motivate and retain
key employees; and other risks described in Applied's filings with the SEC,
TEL's filings with the Financial Services Agency of Japan and the S-4
registration statement filed by HoldCo. All forward-looking statements are
based on management's estimates, projections and assumptions as of the date
hereof. Except as required under applicable law, none of Applied, TEL or
HoldCo undertakes any obligation to update any forward-looking statements.

About Applied Materials
Applied Materials, Inc. (Nasdaq:AMAT) is the global leader in providing
innovative equipment, services and software to enable the manufacture of
advanced semiconductor, flat panel display and solar photovoltaic products.
Our technologies help make innovations like smartphones, flat screen TVs and
solar panels more affordable and accessible to consumers and businesses
around the world. Learn more atwww.appliedmaterials.com.

# # #

CONTACT:

Kevin Winston(editorial/media) 408.235.4498

Michael Sullivan(financial community) 408.986.7977

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Applied Materials via Globenewswire

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