Advantest Completes Acquisition of Verigy Shares
July 04 2011 - 9:08AM
Business Wire
Advantest Corporation (TSE: 6857, NYSE: ATE) is pleased to
announce that all the conditions for its acquisition of Verigy
(NASDAQ: VRGY), including regulatory approval and the approval of
Verigy’s shareholders, have been met. Advantest has consequently
completed its acquisition of all outstanding Verigy ordinary shares
for US$15.00 per share in cash. The total acquisition price is
approximately US$1.1 billion [approximately ¥ 90.9 billion (based
on the exchange rate US$1 = ¥81)].* This amount includes the amount
of the convertible notes to be repaid by Verigy Ltd.
Verigy will henceforth be operated as a wholly-owned subsidiary
of Advantest. The integration process will transform the Advantest
Group into the largest company in the semiconductor test equipment
sector, with annual sales, based on last year’s figures, of $1.7
billion, a market share of over 40%, and 4,900 employees in 21
countries worldwide, including R&D centers in Japan, the U.S.,
and Europe.
Verigy’s origins in the test and measurement division of
Hewlett-Packard, an American tech industry giant founded in 1939,
have endowed it with a rich stock of cutting-edge solutions for
semiconductor design verification and evaluation. By merging Verigy
into its operations, the Advantest Group, which holds a dominant
share in tools for memory test and volume production, has boosted
its presence in the non-memory test and R&D markets where
Verigy has traditionally been strong. Geographically, Advantest’s
strong presence in Japan and Asia will now be combined with
Verigy’s reach in North America and Europe, generating market share
gains. The two companies’ complementary strengths in products,
customer base, R&D, sales, and service will provide a
significant lift to the combined company’s competitiveness in the
global market.
To maximize these new synergies, Advantest has launched a new
Strategic Business Unit which will take responsibility for
reinforcing marketing efforts, technology integration, and offering
optimal solutions to customers. Through the integration process,
the new unit will devise detailed business strategies and implement
them promptly.
As a leading company in the semiconductor test equipment
industry, the Advantest Group will strive to deliver increased
corporate value through further enhancement of technology, service,
and customer satisfaction. Utilizing its expanded resources, the
company will not limit itself to the semiconductor test equipment
industry, but will move forward proactively into new markets
including health care, environmental technologies, and energy.
About Advantest
A world-class technology company, Advantest is a leading
producer of automatic test equipment (ATE) for the semiconductor
industry and a premier manufacturer of measuring instruments used
in the design and production of electronic instruments and systems.
Its leading-edge systems and products are integrated into the most
advanced semiconductor production lines in the world. The company
also focuses on R&D for emerging markets that benefit from
advancements in nanotech and terahertz technologies, and has
recently introduced critical dimension scanning electron
microscopes essential to photomask manufacturing, as well as a
groundbreaking 3D imaging and analysis tool. Founded in Tokyo in
1954, Advantest established its first subsidiary in 1982, in the
USA, and now has subsidiaries worldwide. More information is
available at www.advantest.com.
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.
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 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
anticipated benefits and values of the transaction to customers,
Advantest shareholders and employees, and the expected strengths of
the combined company. 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. Additionally, the following factors,
among others, could cause actual results to differ materially from
the forward-looking statements: the challenges and costs of
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 press release.
Note: All information supplied in this release is correct at the
time of publication, but may be subject to change.
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