Verigy Receives Initial Draft of Transaction Document From Advantest
February 01 2011 - 5:00PM
Marketwired
Verigy Ltd. (NASDAQ: VRGY) today announced that on January 26, 2011
it received an initial draft of a definitive agreement from
Advantest Corporation (NYSE: ATE) relating to Advantest's proposal
to acquire all of the outstanding Verigy ordinary shares for $15.00
per share in cash.
The Verigy Board of Directors is in the process of reviewing
Advantest's proposed agreement and continues to engage with
Advantest in due diligence, business analysis and management
meetings in connection with the proposed transaction. The Verigy
Board has not made any recommendation with respect to the Advantest
proposal.
There can be no assurances that an agreement will be reached
with Advantest or that a transaction with Advantest will be
consummated, and Verigy does not intend to comment further unless
an agreement is reached with Advantest or discussions are
terminated.
Verigy remains a party to the pending merger agreement with
LTX-Credence (NASDAQ: LTXC) and continues to uphold the terms of
that agreement. Accordingly, pursuant to the merger agreement,
Verigy filed today an amendment to its Form S-4 with the Securities
and Exchange Commission ("SEC"). The Verigy Board of Directors has
not modified or withdrawn its recommendation that Verigy
shareholders vote "for" the proposal to approve the LTX-Credence
merger agreement and the transactions contemplated by that
agreement.
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, on
December 23, 2010, Verigy filed a registration statement on Form
S-4 with the SEC containing a preliminary joint proxy
statement/prospectus. The definitive joint proxy
statement/prospectus will be mailed to the shareholders of Verigy
and LTX-Credence when it becomes available. Investors and
shareholders of Verigy and LTX-Credence are urged to read the
registration statement and preliminary joint proxy
statement/prospectus, which has not been declared effective by the
SEC, and, when it is available, the definitive joint proxy
statement/prospectus because they contain or will contain important
information about Verigy, LTX-Credence and the proposed
transaction. The registration statement and preliminary joint proxy
statement/prospectus, which has not been declared effective by the
SEC, and, when it is available, the definitive joint proxy
statement/prospectus, 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, the preliminary joint proxy
statement/prospectus which has not been declared effective by the
SEC, and, when it is available, the definitive 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 are available in the preliminary joint proxy
statement/prospectus which has not been declared effective by the
SEC, and, when it is available, in the definitive 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 the Board will continue
to engage with Advantest in due diligence, business analysis and
management meetings in connection with Advantest's proposal; the
Board's continued recommendation of the LTX-Credence transaction to
its shareholders; the Board's intention to not make any
recommendation with respect to the Advantest proposal; Verigy's
intention to not comment further on the Advantest proposal until an
agreement is reached or discussions are terminated; 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 / Jed Repko 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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