Credence and NPTest Announce Expiration of Hart-Scott-Rodino Waiting Period
April 12 2004 - 5:30PM
PR Newswire (US)
Credence and NPTest Announce Expiration of Hart-Scott-Rodino
Waiting Period MILPITAS, Calif. and SAN JOSE, Calif., April 12
/PRNewswire-FirstCall/ -- Credence Systems Corporation and NPTest
Holding Corporation today announced that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, waiting period has
expired with respect to the proposed merger. The termination of
this waiting period satisfies one of the conditions for Credence's
acquisition of NPTest. The acquisition remains subject to other
customary closing conditions, including approval by Credence's and
NPTest's stockholders. Credence expects to hold its special meeting
of stockholders on May 27, 2004 to consider and approve the
issuance of Credence securities in connection with the previously
announced merger agreement pursuant to which Credence would acquire
NPTest. NPTest expects to hold its special meeting of stockholders
on May 27, 2004 to consider and approve the previously announced
merger agreement pursuant to which NPTest would be acquired by
Credence. About Credence Credence Systems Corporation is changing
the future of semiconductor production by integrating test
solutions throughout the design, validation and production
processes. A leader in the manufacture of automated test equipment
(ATE) for the global semiconductor industry, Credence offers a wide
range of systems for the test of analog, digital, non-volatile
memory, mixed-signal, SoC, and wireless semiconductor devices
typical in today's automobile, portable computing, consumer and
communications products. Credence and its subsidiaries also provide
test program development and debug software, engineering validation
test solutions, and advanced photon probing technology that enable
faster time-to-market with lower total cost-of-test. Headquartered
in Milpitas, California, Credence is an ISO 9001 certified
manufacturer and maintains advanced production and design
facilities in Hillsboro, Oregon. More information is available at
http://www.credence.com/ . About NPTest NPTest designs, develops
and manufactures advanced semiconductor test and diagnostic systems
and provides related services for the semiconductor industry.
NPTest customers include integrated device manufacturers,
foundries, fabless companies and assembly and test subcontractors
worldwide. NPTest products and services enable companies to bring
their increasingly complex integrated circuits, or ICs, to market
faster at lower cost and without compromising IC quality. The
NPTest business traces its history back to 1965 when Fairchild
Semiconductor established an automated test equipment division.
NPTest is headquartered in San Jose, California, USA. Additional
information is available at http://www.nptest.com/. Forward-Looking
Statements This document contains forward-looking statements that
involve risks, uncertainties and assumptions. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. For example, statements
regarding the acquisition of NPTest by Credence and the proposed
date of the stockholders meetings are all forward-looking
statements. Risks, uncertainties and assumptions include: possible
adjournment or postponement of the stockholders meetings; failure
to satisfy conditions to closing of the merger, including receipt
of Credence stockholder approval and NPTest stockholder approval;
the risk that the benefits of Credence's acquisition of NPTest will
not be achieved or will take longer than expected; and other risks
that are described from time to time in Credence's and NPTest's
Securities and Exchange Commission reports (including but not
limited to Credence's Form 10-Q for the quarter ended January 31,
2004, NPTest's annual report on Form 10-K for the year ended
December 31, 2003, Credence's Form S-4 filed on March 29, 2004 and
subsequently filed reports). If any of these risks or uncertainties
materializes or any of these assumptions proves incorrect,
Credence's or NPTest's results could differ materially from
Credence's or NPTest's expectations in these statements. Credence
and NPTest assume no obligation, and do not intend to update these
forward-looking statements. Additional Information and Where to
Find It Credence and NPTest have filed a joint proxy
statement/prospectus with the SEC in connection with the proposed
merger. Investors and security holders are urged to read the joint
proxy statement/prospectus and any other relevant documents filed
with the SEC because they will contain important information.
Investors and security holders will be able to obtain these
documents free of charge at the website maintained by the SEC at
http://www.sec.gov/. In addition, documents filed with the SEC by
Credence are available free of charge by contacting John R.
Detwiler, 1421 California Circle, Milpitas, California 95035, (408)
635-4300, and documents filed with the SEC by NPTest are available
free of charge by contacting NPTest Investor Relations, 150
BaytechDrive, San Jose, California 95134, 408-586-8200.
Participants in Solicitation Credence and NPTest, and their
respective directors, executive officers and other possible
employees and advisors, may be deemed to be participants in the
solicitation of proxies from the stockholders of Credence and
NPTest in connection with the merger and related items. Information
regarding the directors and executive officers of Credence and
their ownership of Credence shares is set forth in the joint proxy
statement/prospectus. Information regarding the directors and
executive officers of NPTest and their ownership of NPTest stock is
also set forth in the joint proxy statement/prospectus. Investors
may obtain additional information regarding the interests of those
participants by reading the joint proxy statement/prospectus. NOTE:
Credence is a registered trademark, and Credence Systems is a
trademark of Credence Systems Corporation. Other trademarks that
may be mentioned in this release are the intellectual property of
their respective owners. CONTACT: Judy Dale, Senior Director,
Marketing Communications of Credence Systems Corporation,
+1-408-635-4309 or fax, +1-408-635-4986, or ; or Colin Ritchie,
Director, Investor Relations of NPTest Corporation, +1-408-586-6740
or fax, +1-408-586-4684, or . DATASOURCE: Credence Systems
Corporation CONTACT: Judy Dale, Senior Director, Marketing
Communications of Credence Systems Corporation, +1-408-635-4309 or
fax, +1-408-635-4986, or ; or Colin Ritchie, Director, Investor
Relations of NPTest Corporation, +1-408-586-6740 or fax,
+1-408-586-4684, or Web site: http://www.nptest.com/ Web site:
http://www.credence.com/
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