- Current report filing (8-K)
December 23 2010 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported)
December 23, 2010
Verigy Ltd.
(Exact name of registrant as specified in its charter)
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Singapore
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000-52038
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Verigy Ltd.
No. 1 Yishun Ave. 7
Singapore 768923
(Address of principal executive offices, including
zip code)
+65 6755-2033
(Registrants telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously announced,
on November 17, 2010, Verigy Ltd. (Verigy) entered into an Agreement and Plan of Merger, dated as of November 17, 2010 (the Agreement), by and among Verigy, Alisier Limited, a corporation organized under the laws of
Singapore (Holdco), Lobster-1 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Verigy, Lobster-2 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Holdco, and LTX-Credence
Corporation, a Massachusetts corporation (LTX-Credence), that provides for Verigy and LTX-Credence to combine their businesses.
On December 6, 2010, Verigy announced that had received an unsolicited non-binding proposal from Advantest Corporation (Advantest) to
acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash. Subsequently, on December 23, 2010, Verigy announced that it had received a revised non-binding proposal from Advantest to acquire all of the outstanding Verigy
ordinary shares for $15.00 per share in cash.
A copy of the press release issued by Verigy on December 23, 2010 is attached hereto as
Exhibit 99.1 and is incorporated by reference herein. A copy of Verigys notice to LTX-Credence under the Agreement regarding the revised Advantest proposal is attached hereto as Exhibit 99.2 and is incorporated by reference herein. A copy of
the revised proposal received from Advantest is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
Additional
Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction
between Verigy and LTX-Credence. In connection with the transaction, Verigy and Holdco 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 security holders 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, Holdco, 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, Holdco or LTX-Credence with the SEC,
may be obtained free of charge at the SECs website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Verigy, Holdco 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 and 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 Verigys proxy statement for its 2010 Annual Meeting of Shareholders, which was filed with the SEC on or about
February 23, 2010. As of February 12, 2010, Verigys directors and executive officers beneficially owned approximately 1,595,151 shares, or 2.7%, of Verigys ordinary shares. Additional information regarding the LTX-Credence
directors and executive officers is also included in LTX-Credences proxy statement for its 2011 Annual Meeting of Shareholders, which was filed with the SEC on or about November 8, 2010. As of September 30, 2010,
LTX-Credences directors and executive officers beneficially owned approximately 1,940,204 shares, or 3.9%, of LTX-Credences common stock. These documents are available free of charge at the SECs web site at
www.sec.gov
and
from Verigy and LTX-Credence, respectively, at the e-mail addresses and phone numbers listed above.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release issued by Verigy Ltd. on December 23, 2010.
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99.2
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Notice dated December 22, 2010 from Verigy, Ltd to LTX-Credence
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99.3
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Letter dated December 22, 2010 from Advantest Corporation to Verigy, Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Verigy Ltd.
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By:
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/s/ MARGO M. SMITH
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Margo M. Smith
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Date: December 23, 2010
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