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LTX
Confidential -
3
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
LTX plans to file with the SEC a Registration Statement on Form S-4 in connection
with the transaction and LTX and Credence plan to file
with the SEC and mail
to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The
Registration Statement and the Joint Proxy Statement/Prospectus will contain important
information about LTX, Credence, the transaction
and related matters.
Investors and security holders are urged to read the Registratio
n Statement and the Joint Proxy
Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus and
other documents filed
with the SEC by LTX and Credence through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy
Statement/Prospectus when they are
available from LTX by contacting Mark Gallenberger at mark_gallenberger@ltx.com, or 781-467-5417
or
from
Credence
by
contacting
Brenda
Ropoulos
at
brenda_ropoulos@credence.com,
or
408-635-4309.
LTX
and
Credence,
and
their
respective
directors
and
executive
officers,
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
respect of the transactions contemplated by the merger agreement. Information
regarding LTX’s directors and executive officers is
contained in
LTX’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007 and its proxy statement dated November 6, 2007,
which are filed with the SEC. As of June 16, 2008, LTX’s directors and
executive officers beneficially owned approximately 4,201,725
shares, or
6.7%, of LTX’s common stock. Information regarding Credence’s directors and executive officers is contained in Credence’s
Annual Report on Form 10-K for the fiscal year ended November 3, 2007, its proxy
statement dated March 7, 2008, its Current Reports on
Form 8-K filed on
April 18, 2008, May 1, 2008, June 10, 2008, and June 17, 2008, and its Form 4 filed on April 29, 2008, which are filed with
the SEC. As of June 16, 2008, Credence’s directors and executive officers
beneficially owned approximately 1,348,090 shares, or 1.3%, of
Credence’s
common
stock.
In
connection
with
the
transaction,
Mr.
Tacelli
has
agreed
that
the
transaction
will
not
constitute
a
change
of
control for purposes of his Change-of-Control Employment Agreement dated March
2, 1998 and Mr. Gallenberger has agreed that the
transaction
will
not
constitute
a
change
of
control
for
purposes
of
his
Change-of-Control
Employment
Agreement
dated
October
2,
2000.
In
connection with the transaction, each of Mr. Lev and Mr. Eichler
has entered into a Transition Services Agreement with Credence pursuant
to
which
they
have
agreed
to
accept
new
positions
with
Credence,
and
perform
certain
transition
services
for
Credence,
for
a
period
of
six
months following the closing of the transaction in exchange for certain salary, bonus,
acceleration of equity-based awards and other
compensation.
A more complete description will be available in the Registration Statement and the
Joint Proxy Statement/Prospectus.
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