Verigy Announces Receipt of Revised Unsolicited Proposal From Advantest
December 23 2010 - 5:50AM
Marketwired
Verigy Ltd. (NASDAQ: VRGY) today announced that it has received a
revised proposal from Advantest Corporation (NYSE: ATE) to acquire
all of the outstanding Verigy ordinary shares for $15.00 per share
in cash.
The Verigy Board is not making any recommendation with respect
to the revised Advantest proposal at this time, and Verigy
currently anticipates continuing to engage in discussions with
Advantest regarding its revised proposal, including regulatory
considerations in connection with a potential transaction. There
can be no assurances that any transaction will result from the
revised Advantest proposal or Verigy's discussions with
Advantest.
The Verigy Board continues to recommend the LTX-Credence merger
agreement to its shareholders and is not withdrawing its
recommendation to Verigy shareholders in support of the pending
merger between Verigy and LTX-Credence (NASDAQ: LTXC), or proposing
to do so, at this time.
Pursuant to the merger agreement with LTX-Credence, Verigy also
announced that it expects to file today its Registration Statement
on Form S-4 and joint proxy statement with the Securities and
Exchange Commission ("SEC").
A copy of Advantest's revised proposal to Verigy will be filed
with the SEC.
Morgan Stanley is acting as financial advisor to Verigy. Wilson
Sonsini Goodrich & Rosati is acting as Verigy's U.S. legal
counsel and Allen & Gledhill is acting as Verigy's Singapore
counsel.
About Verigy Verigy provides advanced
semiconductor test systems and solutions used by leading companies
worldwide in design validation, characterization, and high-volume
manufacturing test. Verigy offers scalable platforms for a wide
range of system-on-chip (SOC) test solutions, and memory test
solutions for Flash, DRAM including high-speed memories, as well as
multi-chip packages (MCP). Verigy also provides advanced analysis
tools that accelerate design debug and yield ramp processes.
Additional information about Verigy can be found at
www.verigy.com.
Additional Information and Where You Can Find
It On November 17, 2010, Verigy and LTX-Credence entered into
a definitive agreement providing for a business combination of the
two companies. In connection with the proposed transaction, Verigy
will file a registration statement on Form S-4 with the SEC
containing a joint proxy statement/prospectus. The joint proxy
statement/prospectus will be mailed to the shareholders of Verigy
and LTX-Credence. Investors and shareholders of Verigy and
LTX-Credence are urged to read the registration statement and joint
proxy statement/prospectus when it becomes available because it
will contain important information about Verigy, LTX-Credence and
the proposed transaction. The registration statement and joint
proxy statement/prospectus (when they become available), and any
other documents filed by Verigy or LTX-Credence with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Verigy and LTX-Credence by
contacting, respectively, Verigy Investor Relations by e-mail at
judy.davies@verigy.com or by telephone at 1-408-864-7549 or by
contacting LTX-Credence Investor Relations by e-mail at
rich_yerganian@ltxc.com or by telephone at 1-781-467-5063.
Investors and security holders are urged to read the registration
statement, joint proxy statement/prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction.
Verigy, LTX-Credence and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from their shareholders in favor of the proposed
transaction. Information about the directors and executive officers
of Verigy and LTX-Credence and their respective interests in the
proposed transaction will be available in the joint proxy
statement/prospectus. Additional information regarding the Verigy
directors and executive officers is also included in Verigy's proxy
statement for its 2010 Annual Meeting of Shareholders, which was
filed with the SEC on February 23, 2010. As of February 12, 2010,
Verigy's directors and executive officers beneficially owned
approximately 1,595,151 shares, or 2.7 percent, of Verigy's
ordinary shares. Additional information regarding the LTX-Credence
directors and executive officers is also included in LTX-Credence's
proxy statement for its 2011 Annual Meeting of Stockholders, which
was filed with the SEC on November 8, 2010. As of September 30,
2010, LTX-Credence's directors and executive officers beneficially
owned approximately 1,940,204 shares, or 3.9 percent, of
LTX-Credence's common stock. These documents are available free of
charge at the SEC's web site at www.sec.gov and from Verigy and
LTX-Credence, respectively, at the e-mail addresses and phone
numbers listed above.
Cautionary Statement Regarding Forward-Looking
Statements This press release contains statements that may be
deemed to be forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on Verigy and its
Board of Directors' current expectations and beliefs and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in these
statements. These statements include that Verigy expects to engage
in continued discussions with Advantest, the fact that the Verigy
board has not withdrawn its recommendation of the pending merger;
the expected timing of the filing of the registration statement and
joint proxy statement/prospectus; and other statements regarding
the possible transactions. Any statements that are not statements
of historical fact (including statements containing the words
"believes," "should," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to
be forward-looking statements. These statements are not guarantees
of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from
what is expressed herein. The following factors, among others,
could cause actual results to differ materially from those
described in any forward-looking statements: the inability of
Verigy and Advantest to agree on the parameters of their
discussions; actions of LTX-Credence in response to any discussions
with Advantest; the results of discussions with Advantest; the
impact of actions of other parties with respect to any discussions
and the potential consummation of the proposed transaction with
LTX-Credence; the commencement of litigation relating to the
discussions or to the proposed transaction with LTX-Credence;
changes in the proposal from Advantest; failure of the Verigy and
LTX-Credence shareholders to approve the proposed transaction; the
challenges and costs of closing, integrating, restructuring and
achieving anticipated synergies from the Verigy and LTX-Credence
transaction; the ability to retain key employees; and other
economic, business, competitive, and/or regulatory factors
affecting the businesses of Verigy and LTX-Credence generally,
including those set forth in the filings of Verigy and LTX-Credence
with the Securities and Exchange Commission, especially in the
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of their
respective annual reports on Form 10-K and quarterly reports on
Form 10-Q, their current reports on Form 8-K and other SEC filings.
Verigy and LTX-Credence are under no obligation to (and expressly
disclaim any such obligation to) update or alter any
forward-looking statements as a result of developments occurring
after the date of this press release.
Responsibility Statement The Directors of
Verigy (including any who may have delegated detailed supervision
of this press release) have taken all reasonable care to ensure
that the facts stated and all opinions expressed in this press
release are fair and accurate and that no material facts have been
omitted from this press release, and they jointly and severally
accept responsibility accordingly.
Where any information has been extracted or reproduced from
published or publicly available sources (including, without
limitation, in relation to LTX-Credence), the sole responsibility
of the Directors of Verigy has been to ensure through reasonable
enquiries that such information is accurately extracted from such
sources or, as the case may be, reflected or reproduced in this
press release.
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Contacts: Judy Davies Vice President, Investor Relations
and Marketing Communications 408-864-7549 Email Contact Matt
Sherman / Jamie Moser Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 Arthur Crozier / Jennifer Shotwell / Scott Winter
Innisfree M&A Incorporated 212-750-5833
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