Orbotech Reaches Agreement with Ion

Orbotech Ltd. (NASDAQ/GSM SYMBOL: ORBK) and Ion Asset Management Ltd. (“Ion”) today announced that they have reached a mutual agreement under which Orbotech has agreed to call an Extraordinary General Meeting of shareholders not later than August 15, 2014 to allow its shareholders to consider a proposal to declassify the Orbotech Board of Directors. The Orbotech Board and Ion have each agreed to support this declassification proposal. Orbotech has also agreed to review its capital allocation policy and make public such policy no later than August 24, 2014, including with reference to both dividend payments and share repurchases, and to make public any future amendments to the policy. Subject to the terms and conditions of the agreement, Orbotech and Ion have agreed that two new individuals will be identified and selected jointly by Orbotech and Ion to be appointed to the Orbotech Board of Directors. The first new director is expected to be appointed to the Orbotech Board prior to September 15, 2014, and the second new director is expected to be appointed prior to December 31, 2014. If by November 1, 2014, there is not a vacancy (or expected vacancy) on the Orbotech Board to permit the appointment of the second new director by December 31, 2014, the Orbotech Board will cause the Company to take appropriate actions to facilitate the appointment of the second new director with effect by December 31, 2014. The new directors will have a term until Orbotech's 2015 Annual General Meeting of shareholders. Orbotech has also confirmed that the amendments to the Companies Regulations (Notice and Publication of a General Meeting and Class Meeting in a Public Company), 5760-2000, published on June 2, 2014, shall apply to its 2015 Annual General Meeting of shareholders, including with respect to proposing an agenda item and director nominations. The Board shall nominate no more than eleven individuals for election as directors at Orbotech's 2015 Annual Meeting. Ion has agreed to a standstill with respect to certain matters until prior to Orbotech's 2015 Annual General Meeting of shareholders. Ion is entitled to terminate the agreement with Orbotech within 14 days after Orbotech's announcement of its capital allocation policy, in which case, each of Ion and Orbotech shall be relieved of all remaining undertakings under the agreement, including the standstill and the director appointments. Yochai Richter, Active Chairman of the Orbotech Board of Directors, said: “Orbotech is always open to addressing shareholder concerns and is committed to creating value for all of its shareholders. Orbotech and its shareholders have engaged in fruitful discussions related to the Company's strategic vision for continued value creation, and we believe this agreement will allow us to focus on improving our already strong position in the marketplace.” The complete agreement between Orbotech and Ion will be filed on a Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”).