Verigy Ltd. (NASDAQ: VRGY) today announced that its Board of
Directors, after consultation with its independent financial and
legal advisors, has unanimously determined that a proposal from
Advantest Corporation (NYSE: ATE) to acquire all of the outstanding
Verigy ordinary shares for $15.00 per share in cash ("the Advantest
proposal"), on the terms and conditions set forth in a definitive
implementation agreement proposed by Advantest, constitutes a
"Superior Offer" within the meaning of the definitive merger
agreement between Verigy and LTX-Credence Corporation (NASDAQ:
LTXC) previously announced on November 18, 2010.
Verigy has notified LTX-Credence that the Verigy board of
directors intends to withdraw its recommendation in favor of the
pending merger transaction between Verigy and LTX-Credence and
intends to recommend that Verigy stockholders vote against the
issuance of Verigy ordinary shares in connection with the proposed
merger with LTX-Credence. In accordance with the terms of the
LTX-Credence merger agreement, LTX-Credence has until the close of
business on March 25, 2011 to deliver a proposal to Verigy that
would cause the Advantest proposal to cease to constitute a
"Superior Offer."
There is no assurance that the proposed transaction with
Advantest will be completed. Verigy does not have a unilateral
right to terminate the LTX-Credence merger agreement in order to
accept the Advantest proposal and enter into a definitive agreement
with Advantest, even if LTX-Credence declines to make a proposal on
or prior to the close of business on March 25, 2011 and the Verigy
board thereafter formally withdraws its recommendation in favor of
the proposed merger transaction between Verigy and
LTX-Credence.
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
In connection with the LTX-Credence merger agreement, Verigy
filed a registration statement on Form S-4 with the SEC containing
a preliminary joint proxy statement/prospectus. If the merger
agreement between Verigy and LTX-Credence is not terminated, a
definitive joint proxy statement/prospectus will be mailed to the
shareholders of Verigy and LTX-Credence, if and when it is declared
effective by the SEC. Investors and shareholders of Verigy and
LTX-Credence are urged to read the registration statement and the
preliminary joint proxy statement/prospectus, which has not been
declared effective by the SEC, and the definitive joint proxy
statement / prospectus, when and if it is declared effective by the
SEC, because it contains important information about Verigy,
LTX-Credence and the proposed transaction. The registration
statement and the preliminary joint proxy statement/prospectus,
which has not been declared effective by the SEC, and the
definitive joint proxy statement / prospectus, when and if it is
declared effective by the SEC , 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. If the proposed merger transaction with
LTX-Credence moves forward, 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, the definitive joint proxy statement / prospectus, when
and if it is declared effective by the SEC, and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed merger transaction
with LTX-Credence. 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 is available in the
preliminary joint proxy statement/prospectus, which has not been
declared effective by the SEC, and in the definitive joint proxy
statement / prospectus, when and if it is declared effective by the
SEC. Additional information regarding the Verigy directors and
executive officers is also included in Verigy's Annual Report on
Form 10-K 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,
Verigy's directors and executive officers beneficially owned
approximately 1,988,016 shares, or 3.3 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 the Verigy Board of Directors'
intentions regarding the withdrawal of its recommendation of the
proposed business combination with LTX-Credence and its intention
to recommend that Verigy shareholders vote against the proposed
business combination with LTX-Credence, and other statements
regarding the Advantest proposal and the proposed business
combination with LTX-Credence. 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 failure of Verigy
and Advantest to enter into a definitive agreement or complete a
transaction; actions of LTX-Credence in response to the Verigy
Board of Director's determination that the Advantest proposal
constitutes a "Superior Offer," including the delivery by
LTX-Credence of a proposal that would cause the Advantest proposal
to cease to be a "Superior Offer;" the impact of actions of other
parties with respect to any discussions and the potential
consummation of a transaction relating to the Advantest Proposal or
the proposed transaction with LTX-Credence; changes in the
Advantest proposal; and other economic, business, competitive,
and/or regulatory factors affecting the businesses of Verigy,
Advantest and LTX-Credence generally, including those set forth in
the filings of these companies 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 or Form 20-F and quarterly reports on Form 10-Q or Form 6-K,
their current reports on Form 8-K and other SEC filings. Verigy,
Advantest 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 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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