UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant   x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
¨   Definitive Additional Materials
x   Soliciting Material Pursuant to §240.14a-12

    VERIGY LTD.    
(Name of Registrant as Specified In Its Charter)
        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
¨   Fee paid previously with preliminary materials.
¨  

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)  

Amount Previously Paid:

 

 

     
  (2)  

Form, Schedule or Registration Statement No.:

 

 

     
  (3)  

Filing Party:

 

 

     
  (4)  

Date Filed:

 

 

     

 

 

 

Joint Press Conference
March 28, 2011

2
Combined Company Vision
+
Global Supplier of Innovative
Test Solutions

Executive Summary

4
Transaction Terms
Offer Price
•
$15.00 per share
•
Represents a transaction value of approximately $1.1 Billion
•
64% premium to unaffected close
•
67% premium to 30 day average
•
75% premium to 60 day average 
•
Verigy shareholder approval
•
Antitrust approvals
•
Other customary closing conditions
•
100% cash consideration
•
All unvested RSUs vest at closing
•
Options assumed on similar terms adjusted for the Offer Price
(1) Unaffected close as of 12/3/10, date prior to public disclosure of Advantest’s initial offer of $12.15 per share
•
Verigy to operate as a wholly-owned subsidiary
Consideration
Premia
Employee
Stock
Awards
Key
Conditions
to
Close
Corporate Structure
(1)
(1)
(1)

5
1. Complementary expertise
Advantest in DRAM Memory, CPU
and Digital Consumer
Verigy
in
GPU,
Wireless
baseband
&
RF
and
Application
Processors
Advantest in Japan & Asia, Verigy in US & Europe as well
Advantest in IDMs and mass production line, Verigy in the Fabless,
Foundry and OSAT and in R&D use as well
Little overlap among major customers
2. Broad commitment to test and measurement
Broad commitment to test and measurement, extending the combined
company’s technologies to new businesses and applications
Executive Summary
Combination benefits

6
3. Innovation
Innovation as the driver for current and future success
4. Comprehensive & Global
Comprehensive & global product offering of advanced semiconductor
test solutions
Global in governance, culture, reach and resources
A global workforce is key to achieving the combined vision
5.  Financial
Strong financial position to ensure customers of our long-term viability
Survive future industry downturns and compete more effectively against
competitors
Executive Summary
Combination benefits (Cont.)

Combination Benefits

8
Advantest
Verigy
Pro-Forma
Advantest
Verigy
Pro-Forma
SoC
LCD
Image
Sensor
Power IC
Flash
DRAM
Front-End
Back-End
Front-End
Back-End
T53 Series
T55 Series
T53 Series
T57 Series
NPX
T53 Series
T57 Series
B85 Series
T2000
T65 Series
T63 Series
T85 Series
T2000 ISS
T77 Series
T2000 IPS
T7912
V6000WS
HSM
(2200/2300
/6800)
V6000WS
V6000e
V6000FT
V6000e
V93000
V101
Other
Handler
EB Lithography
CDSEM
3D Imaging
Elec. Meas.
Optical  Sens.
Probe Card
Probe Card
Other
Digital
RF Mixed Signal
High-Speed
T2000
T65 Series
T2000
T65 Series
V93000
V93000
Competitive strength
Best-in-Class Solutions for Customers
Expand capabilities and test solutions 

9
9
Customers will enjoy significant benefits
(Innovative test solution / high quality customer services)
Broad Commitment to Test and Measurement
/ Innovation
Customers will enjoy significant benefits
Customers
a
a
a
Combine
technological
strengths
Combine
R&D investment
resources
and technical
expertise
Combine
capabilities and test
solutions across
multiple segments
Combine application
expertise and
resources close to all
semiconductor
companies worldwide

10
Employees By Function
Advantest
(1) (2)
Verigy
(3)
(4)
Pro-Forma
Sales
246
72
318
Customer Support
731
511
1,242
Manufacturing
579
146
725
R&D
1,139
375
1,514
Other ( Administrative etc )
456
361
817
Total
3,151
1,465
4,616
+
+
+
+
=
=
=
=
Headquarters
Sales/Support
Research & Development
Manufacturing
Key:
Headquarters
Sales/Support
Research & Development
Advantest
Verigy
Comprehensive & Global
Better service for global customers
The combination would create a more diversified global business with the ability to
better service customers and manage operations globally
Notes:
(1)
As
of
March
31
,
2010
(2)
Source: 20-F (filed at June
25
,
2010)
(3)
As
of
January
21
,
2011
(4)
Source: Verigy management
+
=
st
th
st

11
11
LTM Revenue
(1)(2)(3)
LTM R&D expenses
(1)(2)(3)
$241
$97
$338
$0
$100
$200
$300
$400
$500
Advantest
Verigy
Pro Forma Advantest
$1,069
$539
$1,608
$0
$500
$1,000
$1,500
$2,000
Advantest
Verigy
Pro Forma Advantest
Financial
Ensures financially stable provider that customers can be comfortable investing in
Combined
business
would
have
diverse
and
larger
scale
of
revenue
streams
Research
and
development
budget
would
be
expected
to
increase
to
drive
technology
advancements
and
innovation
Ensures
financially
stable
provider
with
products
that
customers
can
be
comfortable
investing in
Notes:
(1)
Assumed
exchange
rate
of
1
USD
=
¥
81
as
of
March
25  ,
2011
(2)
Source:
Advantest
public
filings
as
of
December
31
,
2010
(3)
Source:
Verigy
public
filings
as
of
January
31
,
2011
th
st
st

12
1. Expanded and comprehensive test solutions with complementary
expertise to cover all memory and SOC requirements
2. Global sales and applications expertise with focused commitment to test
and measurement
3. Strong presence at Top Global IDM, Fabless, Foundry and OSAT
customers
4. Extended R&D resources to enable rapid pace of Innovation
5. Global in governance, culture, reach and resources to achieve
the
company’s combined vision
6. Strong financial position to ensure customers of long-term viability
Conclusion

13
•
On
March
28,
2011
(Japan
Time),
Verigy
Ltd.
(“Verigy”)
and
Advantest
Corporation
(“Advantest”)
entered
into
a
definitive
agreement
providing
for
a
business
combination
of
the
two
companies.
In
connection
with
the
proposed
transaction,
Verigy
will
file
a
proxy
statement
with
the
U.S.
Securities
and
Exchange
Commission
(“SEC”).
The
proxy
statement
will
be
mailed
to
the
shareholders
of
Verigy.
Investors
and
shareholders
of
Verigy
are
urged
to
read
the
proxy
statement
when
it
becomes
available
because
it
will
contain
important
information
about
Verigy
and
the
proposed
transaction.
The
proxy
statement
(when
it
becomes
available),
and
any
other
documents
filed
by
Advantest
or
Verigy
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
Advantest
by
contacting
Advantest
Investor
Relations
Section
by
e-mail
at
satsuki.tsuruta@jp.advantest.com
or
by
telephone
at
(81-3)
3214-7570,
or
filed
with
the
SEC
by
Verigy
by
contacting
Verigy
Investor
Relations
by
e-mail
at
judy.davies@verigy.com
or
by
telephone
at
1-408-864-7549.
Investors
and
security
holders
are
urged
to
read
the
proxy
statement
and
the
other
relevant
materials
when
they
become
available
before
making
any
decision
with
respect
to
the
proposed
transaction.
•
Each
of
Advantest,
Verigy
and
their
respective
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
Verigy
shareholder
in
favor
of
the
proposed
transaction.
Information
regarding
Advantest’s
directors
and
executive
officers
who
may
be
considered
to
be
participants
is
available
in
the
Schedule
14A
filed
with
the
SEC
by
Advantest
on
March
22,
2011.
Information
about
the
directors
and
executive
officers
of
Verigy
and
their
respective
interests
in
the
proposed
transaction
will
be
available
in
the
proxy
statement.
Additional
information
regarding
the
Verigy
directors
and
executive
officers
is
also
included
in
Verigy's
Report
on
Form
10-K
and
its
amended
Annual
Report
on
Form
10-K/A,
which
was
filed
with
the
SEC
by
Verigy
on
February
25,
2011.
As
of
February
14,
2011,
Verigy’s
directors
and
executive
officers
beneficially
owned
approximately
1,988,016
shares,
or
3.3
percent,
of
Verigy’s
ordinary
shares.
These
documents
are
available
free
of
charge
at
the
SEC’s
web
site
at
www.sec.gov
and
from
Advantest
and
Verigy
at
the
e-mail
addresses
and
phone
numbers
listed
above.
Additional Information and Where You Can Find It

14
•
This
presentation
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
Advantest,
Verigy
and
their
respective
Boards
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
statements
regarding
the
expected
benefits
and
costs
of
the
transaction,
the
plans,
strategies
and
objectives
of
management
for
future
operations,
and
the
expected
closing
of
the
proposed
transaction.
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:
failure
of
the
Verigy
shareholders
to
approve
the
proposed
transaction;
failure
of
the
parties
to
obtain
required
antitrust
clearances
or
required
third
party
consents
or
to
satisfy
other
conditions
to
closing;
the
challenges
and
costs
of
closing,
integrating,
restructuring
and
achieving
anticipated
synergies
from
the
Advantest
and
Verigy
transaction;
the
ability
to
retain
key
employees;
and
other
economic,
business,
competitive,
and/or
regulatory
factors
affecting
the
businesses
of
Advantest
and
Verigy
generally,
including
those
set
forth
in
the
filings
of
Advantest
and
Verigy
with
the
SEC,
especially
in
the
“Risk
Factors”
section
of
Advantest’s
annual
reports
on
Form
20-F
and
its
Report
of
Foreign
Private
Issuer
on
Form
6-K,
and
the
“Risk
Factors”
and
“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations”
sections
of
Verigy’s
annual
reports
on
Form
10-K
and
quarterly
reports
on
Form
10-Q
and
its
current
reports
on
Form
8-K,
as
well
as
other
SEC
filings.
Advantest
and
Verigy
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
presentation.
Cautionary Statement Regarding Forward-Looking Statements
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