Filed Pursuant to Rule 425
Filing Person: Credence Systems Corporation
Commission File No.: 000-22366
Subject Company: LTX Corporation
Commission File No.: 000-10761
July 22, 2008
To All Credence
and LTX Employees,
As we plan the combined LTX-Credence for the next phase of growth, it is important that we establish the most effective organization to
allow us to achieve our new vision:
To create a leading provider of focused, cost-optimized solutions, enabling customers to
implement best in class test strategies to maximize their profitability
I have spent considerable time soliciting inputs and gathering thoughts on
the type of organization that will best enable our success, and allow the new company to function as a single cohesive team. In addition I discussed personal career aspirations with many of the leaders of both companies.
The merger is subject to approval by both companies stockholders, as well as the satisfaction of customary closing conditions and regulatory approvals. The
transaction is expected to close by September 30, 2008, after which we will move forward with our integration activities. In the meantime, I am pleased to announce the individuals who will lead the combined company after closing.
Chief Financial Officer
Mark Gallenberger
Mark Gallenberger will be the CFO for the new company. His responsibilities will include Finance/Accounting, Facilities, IR, IT, Corporate Contracts and Procurement. Casey Eichler (Credence) will work with Mark to
determine the best organizational structure for the new finance team.
Location: Norwood, MA (Primary), Milpitas, CA (Secondary), USA
General Counsel and Secretary
Joe Hedal
Joe Hedal (LTX) is responsible for providing sound and timely legal advice, including in the areas of securities law, employment matters, intellectual property, international trade management, contracts, real estate,
corporate policies/governance and litigation.
Location: Norwood, MA, USA
Human Resources
Jill Barres (acting)
Jill Barres (LTX) will be the acting leader of Human Resources. We will be working to identify a human resource leader who will be based in Milpitas, California. Laura Owen (Credence) will work with Jill to determine the best organizational
structure of the new human resource team.
Location: Norwood, MA, USA
Manufacturing
Rance Hale
The
manufacturing organization will be under the leadership of Rance Hale (Credence). His new organization will be responsible for managing the quality and delivery of the offshore migration to Jabil Malaysia (LTX), Plexus Malaysia (Credence) and
Benchmark Thailand (Credence). Tony Miola (LTX) will work with Rance to determine the best organizational structure for the new manufacturing operations team.
Location: Milpitas, CA, USA
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Marketing
Bruce MacDonald
In order to effectively define and manage the communication of the product roadmap to both customers and employees, the marketing groups will be consolidated under Bruce MacDonalds (LTX) leadership. Bruce will
work with Amir Aghdaei (Credence) to determine the best organizational structure for the new marketing team.
Location: Norwood, MA, USA
Product Development
Peter Rood
Product development and
engineering operations teams will be led by Peter Rood (LTX). Pat Brady (Credence) will work with Peter to determine the best organizational structure for the new R&D team which will be focused on developing the advanced technologies and
aligning our activities with our customers most critical requirements.
Location: Milpitas, CA, USA
Sales & Field Operations
Mark Yaeger & Michael Goldbach
Sales, Applications, Sales Support, and Customer Service will operate as a single cohesive organization under the leadership of Mark Yaeger (Credence) and Michael Goldbach (LTX). Both will report directly to me, and
together will work through the process of defining the global breakdown of responsibilities. Amir Aghdaei (Credence) will work with both Mark and Michael to determine the best organizational structure for the new Sales and Field Operations team.
Paul Kelley, Rich Yerganian and Tom Young (all LTX) will also work closely with Mark and Michael to integrate their organizations into the
new field entities and establish the best field organization to support our customer base.
Location (Michael): Munich, Germany
Location (Mark): Dallas, TX, USA
NPL and Integration Coordination
Philippe Betermier
New Product Lifecycle management and the overall coordination of all integration activities will be under Philippe Betermier
(Credence).
Location: Milpitas, CA, USA
Executive
Assistance
Laura Lee Luna
During the transition period following closing, Laura Lee Luna (Credence) will report directly to Lavi Lev,
following Lavis departure she will report directly to me.
Antoinette McKinley
(LTX) will assume a new and expanded role following the transition period. She will be a member of the executive team and will report directly to me.
Location (Laura Lee): Milpitas, CA, USA
Location
(Antoinette): Norwood, MA, USA
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Factors Driving the Marketing, Sales and Field Operations Structure
It is important that I give you some background to the decisions Ive made relating to the executive structure in field operations. Key to these decisions were
several critical factors that will have the most effect on the success of this transaction for our customers:
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how we communicate and work with our existing customers
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the way in which we develop and communicate our product roadmap
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the ease of doing business with the new company
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the seamless transition of account relationships after the merger
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the continued development of all critical application programs that affect our customers revenue
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Because of the critical nature of these activities, I believe it is important that the functions responsible for these activities report directly to me. I believe this
structure will benefit our customers and give us the best ROI for the combined company.
As for myself, I am planning to relocate to Milpitas, CA, where
the new combined company will be headquartered.
Next Steps
Integration planning teams comprising of members of both companies will be identified and led by the executive team. They will be working diligently over the next several weeks to determine the best combination of
talent and will communicate the new structure as quickly as possible.
Transition Period
I would like to thank Credence executive leaders who will be assisting with the integration during the post-closing transition period; Amir Aghdaei (field
operations), Pat Brady (product development), Kuhoo Edson (corporate marketing), Casey Eichler (chief financial officer) and Laura Owen (human resources). Once the closing is complete Lavi Lev will assume the position of Executive Chairman, he will
be working on a full time basis for three months and then on a part-time basis for three months. Lavi and I will work together to ensure that we execute the integration with the least distraction for employees and our customers
.
Business as Usual
It is important to remember that until
the merger closes, we must go about business as usual. None of our integration or transition plans will be implemented until after closing. LTX and Credence will continue to operate and compete as separate companies. Reporting structures will not
change at this time and we must continue to push forward on projects and commitments.
It is also critical that we continue to demonstrate our unwavering
commitment to our customers by continuing to provide the high caliber of products, delivery, and service and support that they have come to rely on from LTX and Credence
.
It is our goal, and your responsibility, to make this merger process
seamless to our customers as we work to build our new organization. In addition, it is important that we do not lose focus on what we have been doing that has made us successful. As we move through the process we will continue to communicate as much
information as possible as quickly as possible. LTX employees should use the information page on Inside LTX and should forward any
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additional questions to Jill Barres and/or their manager. Credence employees should refer to the information page on the
Credence Intranet and should forward additional questions to their HR business partners and/or their managers. They will work to answer questions for employees as appropriate.
Thank you in advance for your support as we create our new company.
Sincerely,
Dave Tacelli
CEO and President
LTX Corporation
Page 4 of 8
Page 5 of 8
Executive Team Background
Jill Barres
Jill joined LTX in 1995 and is responsible compensation, benefits, recruitment and employee
relations. Jill has 20 years experience in the field of Human Resources. She holds a Bachelor of Science degree in Physical Education from Bridgewater State College and a Masters degree in Business Administration from Bentley College with a
concentration in Management.
Philippe Betermier
Philippe joined Credence in 2004 and was appointed Director Product Life Cycle of Credence in August 2006. In this role Philippe has deployed across Credence a very rigorous x-functional process to manage products from womb to
tomb. Philippe is also supporting Lavi Lev and e-staff members in managing and auditing the Company transformation projects. Philippe has over 20 years of experience in the ATE business and has served in a variety of positions (Customer
service, Product marketing, Finance). Prior to joining ATE Philippe served for 8 years with Schlumberger as a geophysicist engineer in South East Asia and Japan. Philippe is a graduate of Ecole Superieure dElectricite (Supelec) and holds an
EMBA from HEC.
Mark Gallenberger
Mark joined
LTX in 2000 and has been responsible for over-seeing the areas of finance, investor relations, human resources, information services and manufacturing. Prior to joining LTX, Mark was a vice president with Ernst & Youngs consulting
practice. During his six years with Ernst & Young, Mark established the Deals & Acquisitions Group, where he was involved in numerous domestic and internal strategic acquisitions, joint ventures, alliances and equity investments.
Prior to joining Ernst & Young, he served in several technical and management positions within Digital Equipment Corporations semiconductor products group. Mark holds a Masters degree in Business Administration from Northwestern
Universitys Kellogg Graduate School of Management and a Bachelor of Science degree in Electrical Engineering from Rochester Institute of Technology.
Michael Goldbach
Michael joined LTX in 2003 and has been responsible for European and Asian Field Operations. Michael was previously
employed with SZ Testsysteme AG as Vice President of Corporate Sales and Marketing. Michael holds a Masters degree in Electrical Engineering focus on semiconductor design and test and a Ph.D. in Electrical Engineering focus on test of
semiconductor devices.
Joe Hedal
Joe joined
LTX in 1991 as Assistant General Counsel and was appointed General Counsel of LTX in 1996. Prior to joining LTX, Joe was with the law firms of Foley, Hoag & Elliott, LLP and Bingham, Dana & Gould and he has over 20 years of legal
experience. Joe holds a J.D. from Boston University School of Law and a B.A. from Middlebury College.
Page 6 of 8
Rance Hale
Rance joined Credence in April 2006, and is responsible for all aspects of global manufacturing operations and outsourcing. Key areas of focus include repair, logistics, new product introduction, quality, delivery, and related financial
responsibility of these areas. Rance has more than twenty years of manufacturing experience in the semiconductor industry, with over ten years of experience in capital equipment. Prior to joining Credence, Rance was employed with KLA-Tencor in a
variety of positions; VP of Operations, Electron Beam Inspection Technology; VP of Operations, Films and Surface Technology; Senior Director of NPI Operations, Wafer Inspection Group; Director of Operations, SEMSpec Division; and Senior
Manufacturing/Customer Acceptance Manager, Wafer Inspection Division. Prior to KLA-Tencor, Rance was employed at Xicor Inc. as the Director of Test Manufacturing and Distribution. Rance completed his education at the University of Arizona in
Industrial Engineering.
Laura Lee Luna
Laura Lee joined Credence in 2007 and is responsible for coordinating all activities relating to the CEO office.
Prior to Credence, she worked at BEA Systems for 3 years, supporting the Executive Vice President of Products, responsible for roughly 1/3
rd
of the
companys personnel dedicated to all engineering and R&D projects. Before BEA, Laura Lee worked at Sun Microsystems supporting various executives over 16 years. The last 4 years she supported the Chief Human Resources Officer, who also
handled Public Policy (government meetings/negotiations) domestically and internationally. In addition, Laura Lee worked for Stanford University School of Medicine supporting the Division Chief, Department of Health, Research & Policy.
Laura Lee attended De Anza College.
Bruce MacDonald
Bruce joined LTX in 1985 and is responsible for product management, product marketing and the hardware and software product roadmap. Bruce has held various positions at LTX including design engineer, applications engineer, marketing
manager, general manager and vice president. Prior to his current appointment Bruce was general manager of the Fusion CX business unit having responsibility for managing our relationship with StepTech, developing the Fusion CX roadmap and providing
marketing and sales support for the Fusion CX product. Bruce has a BSEE from Northeastern University.
Antoinette McKinley
Antoinette joined LTX in 1998 and has been responsible for coordinating the day-to-day operations of the CEOs office. Antoinette has worked in the US, Europe and
the Middle East in a number of different industries and positions: PAREXEL - a clinical research organization as Human Resources Supervisor, AFHSR - a hospital management company as an I.S. Medical/Office Systems Trainer, Masstock-Almarai-agri-food
company as Personnel and Recruitment Executive and has supported a number of CEOs in private companies. Antoinette attended Ballsbridge College of Business Studies and the Irish Management Institute.
Peter Rood
Peter rejoined LTX in 2004 and is responsible for
leading the product development and engineering operations teams. Peter previously worked for LTX from 1986-1993 in a variety of leadership positions and was a member of the board of directors of StepTech, Inc. from 2001-2003. Peter has over
20 years of diverse management experience in companies ranging from internet start-ups in communications to large, multinational engineering operations - Data General, Analogic and GenRad. Peter has a BSBA from University of Massachusetts
Lowell.
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Mark Yaeger
Mark joined Credence in 2005. Since 2007, he has been VP / GM of Asia and is responsible for Pacific Field Operation including sales, applications and field service for all Asia, including Japan. Prior to managing Asian operations, Mark was
Director North American IDM sales and managed the team that won the AMD business. Prior to Credence Mark was employed as a Sales Engineer with Hughey & Philips where he helped increase sales by 42% and was responsible for fourteen state
territories. He was also employed for several years with Schlumberger Technologies in Sales, Marketing and Field Service positions; Product Sales Specialist, Product Marketing Associate, IDS Service Engineer and Wireline Field Engineer. Mark holds a
Bachelor of Science degree in Electrical Engineering from the University of Missouri.
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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
LTX has filed with the SEC a Registration Statement on Form S-4 in connection with the transaction and LTX and Credence plan to file with the SEC and mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about LTX, Credence, the transaction and related matters.
Investors and security
holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available.
Investors and
security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by LTX and Credence through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus when
they are available from LTX by contacting Mark Gallenberger at
mark_gallenberger@ltx.com
, or 781-467-5417 or from Credence by contacting Brenda Ropoulos at
brenda_ropoulos@credence.com
, or 408-635-4309.
LTX and Credence, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions
contemplated by the merger agreement. Information regarding LTXs directors and executive officers is contained in LTXs Annual Report on Form 10-K for the fiscal year ended July 31, 2007 and its proxy statement dated November 6,
2007, which are filed with the SEC. As of June 16, 2008, LTXs directors and executive officers beneficially owned approximately 4,201,725 shares, or 6.7%, of LTXs common stock. Information regarding Credences directors and
executive officers is contained in Credences Annual Report on Form 10-K for the fiscal year ended November 3, 2007, its proxy statement dated March 7, 2008, its Current Reports on Form 8-K filed on April 18,
2008, May 1, 2008, June 10, 2008, and June 17, 2008, and its Form 4 filed on April 29, 2008, which are filed with the SEC. As of June 16, 2008, Credences directors and executive officers beneficially owned
approximately 1,348,090 shares, or 1.3%, of Credences common stock. In connection with the transaction Mr. Tacelli has agreed that the transaction will not constitute a
change of control for purposes of his Change-of-Control Employment Agreement dated March 2, 1998 and Mr. Gallenberger has agreed that the
transaction will not constitute a change of control for purposes of his Change-of-Control Employment Agreement dated October 2, 2000. In connection with the transaction, each of Mr. Lev and Mr. Eichler has entered into a Transition
Services Agreement with Credence pursuant to which they have agreed to accept new positions with Credence, and perform certain transition services for Credence, for a period of six months following the closing of the transaction in exchange for
certain salary, bonus, acceleration of equity-based awards and other compensation.
A more complete description will be available in the Registration
Statement and the Joint Proxy Statement/Prospectus.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between LTX and Credence, including, statements regarding the expected close of the transaction, statements
regarding the critical factors that will have the most effect on the success of this transaction, that the structure will benefit customers, the expected relocation of Mr. Tacelli, the individuals and teams who will lead the combined company
after closing, that integration teams of both companies will be identified and working to determine the new structure of the combined company as quickly as possible, that Mr. Lev will assume the position of Executive Chairman, that the two
companies will continue to operate and compete as separate companies prior to the close, that the companies will continue to provide a high caliber of products, delivery and service to customers, that the companies will continue to communicate as
much information as possible throughout the process, and any other statements about LTX or Credence managements future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing believes, anticipates, plans, expects, may,
will, would, intends, estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements, including: the ability to consummate the transaction, the ability to successfully integrate LTXs and Credences operations and employees; the ability to realize
anticipates synergies and cost savings; the risk of fluctuations in sales and operating results; risks related to the timely development of new products, options and software applications and the other factors described in LTXs Annual Report
on Form 10-K for the fiscal year ended July 31, 2007 and Credences Annual Report on Form 10-K for the fiscal year ended November 3, 2007 and their most recent Quarterly Reports on Form 10-Q each filed with the SEC. LTX and Credence
disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
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