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
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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April 4, 2011
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Dear Valued Customer:
As you know, we recently announced that our Board of Directors approved a definitive agreement with Advantest to acquire Verigy. We realize that this type of announcement raises many questions, and we
want to let you know what to expect moving forward. The following information addresses four key areas that we believe are very important to you product availability, services and support, the status of Verigy contracts and agreements, and
how you work with us.
Product Availability
Verigys current products remain available and no decisions have been made regarding discontinuance of our current products or new products on our roadmap. This includes all the products of the
SmartScale series.
Services & Support
Verigy will offer technical and hardware support and spares availability for a
minimum of 5 years
after a product discontinuance announcement. This includes consultation services, per incident
technical support, contractual services, per incident repair, training, documentation, support parts availability and unit exchange. Again, we have no plans to discontinue any of our products at this stage.
Existing Contracts
All existing Verigy
agreements and contracts remain valid and all terms and conditions are applicable. Upon closing of the transaction with Advantest, agreements and contracts will be assumed.
Verigy Contacts & Processes
There is no change to your Verigy contact or to our
business processes. We will continue to work with you as we always have.
We remain focused on and committed to our legacy of world-class
customer satisfaction, and to continuing to build a strong relationship with you. We will continue to keep you informed as we work to complete the transaction with Advantest, which is contingent upon the satisfaction of certain conditions.
If you have any questions, please dont hesitate to contact me or your Verigy account manager.
Thank you for your business and your support.
Sincerely,
Pascal Rondé
Executive VP, Global Sales,
Services & Support and Business Development
pascal.ronde@verigy.com
Additional Information and Where You Can Find It
On March 28, 2011 (Japan Time), Advantest and Verigy 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 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 SECs 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 Advantests 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 Verigys
Report on Form 10-K, which was filed with the SEC on December 13, 2010 and its amended Annual Report on Form 10-K/A, which was filed with the SEC on February 25, 2011. As of February 14, 2011, Verigys directors and executive
officers beneficially owned approximately 1,988,016 shares, or 3.3 percent, of Verigys ordinary shares. These documents are available free of charge at the SECs web site at www.sec.gov and from Advantest and Verigy at the e-mail
addresses and phone numbers listed above.
Cautionary Statement Regarding Forward-Looking Statements
This letter 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 Advantests annual reports on Form 20-F and its Report of Foreign Private Issuer on Form 6-K, and the Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations sections of Verigys 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 letter.
# # #
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