Advantest's Proposed Acquisition of Verigy Receives Department of Justice Clearance
June 10 2011 - 6:30PM
Marketwired
Verigy (NASDAQ: VRGY) a premier semiconductor test company,
announced today that it has received notice from the United States
Department of Justice, Antitrust Division, of the termination of
the waiting period under the Hart-Scott-Rodino (HSR) Act with
respect to Advantest's proposed acquisition of Verigy. Verigy's
shareholder meeting is scheduled for Friday, June 17, 2011. Verigy
also announced today that the waiting period for regulatory review
in Taiwan has expired.
On March 28, 2011, Advantest and Verigy entered into a
definitive agreement which Advantest would acquire all outstanding
Verigy ordinary shares for US$15.00 per share in cash (the
"Transaction"). The total acquisition price would be approximately
US$1.1 billion (approximately ¥ 90.9 billion (based on the exchange
rate US$1 = ¥81)). Advantest's $15.00 per share cash offer
represents a premium of approximately 64 percent to Verigy's
closing stock price on December 3, 2010, the day prior to Verigy's
announcement that it had received an offer from Advantest.
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 Transaction, Verigy filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission ("SEC") on May 20, 2011 and expects to hold a special
court meeting of shareholders on June 17, 2011 to approve the
Transaction. The proxy statement was mailed to shareholders of
record beginning on May 25, 2011. Investors and shareholders of
Verigy are urged to read the proxy statement because it contains
important information about Verigy and the Transaction. The proxy
statement, 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 shareholders 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 (813) 214-7570,
or filed with the SEC by Verigy by contacting Verigy Investor
Relations by e-mail at annie@streetsmartir.com or by telephone at
(415) 775-1788. Investors and shareholders are urged to read the
proxy statement and the other relevant materials before making any
decision with respect to the 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 shareholders in favor of the
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 is available in the definitive proxy statement filed by
Verigy on May 20, 2011. As of May 16, 2011, Verigy's directors and
executive officers beneficially owned approximately 2,066,651
shares, or 3.3 percent, of Verigy's ordinary shares. These
documents are available free of charge at the SEC's website 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 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 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 press release.
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COMPANY CONTACT: Judy Davies Vice President of Marketing
Communications +1 408-864-7549 Email Contact
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