Advantest and Verigy Announce Verigy Shareholder Approval of Proposed Acquisition by Advantest
June 19 2011 - 8:00PM
Marketwired
Advantest Corporation (TSE: 6857) (NYSE: ATE) and Verigy Ltd.
(NASDAQ: VRGY) are pleased to announce that at a special court
meeting of shareholders held on Friday, June 17, 2011, Verigy
shareholders have approved the proposed acquisition of Verigy by
Advantest, pursuant to which Advantest will acquire all outstanding
Verigy ordinary shares in accordance with the terms of the
implementation agreement dated March 28, 2011 between Advantest and
Verigy. The transaction will be effective upon the fulfillment of
certain conditions, such as the approval of Singapore High Court
and the registration of the court order with the Accounting and
Corporate Regulatory Authority of Singapore. The companies expect
to close the transaction in early July 2011.
As described in the implementation agreement between the two
companies, Advantest would acquire all outstanding Verigy ordinary
shares for US$15.00 per share in cash. The total acquisition price
would be approximately US$1.1 billion [approximately ¥ 90.9 billion
(based on the exchange rate US$1 = ¥81)].
As previously announced, Verigy will be operated as a
wholly-owned subsidiary of Advantest. Verigy's organization and
operations are not expected to change significantly immediately
after the closing. Through the integration process, the combined
company is committed to providing significant benefits and value to
customers, Advantest shareholders and employees. The companies
believe that such benefits and value will be derived from the
following strengths of the combined company:
1. Expanded and comprehensive test solutions with complementary
expertise to cover all memory and SOC requirements; 2. Global sales
and application expertise with a focused commitment to test and
measurement; 3. Strong presence at the top global IDM, Fabless,
Foundry and OSAT customers; 4. Extended R&D resources to enable
a rapid pace of innovation; and 5. Strong financial position to
ensure customers of long-term viability.
Note: All information supplied in this release is correct at the
time of publication, but may be subject to change.
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 expected approval from the Singapore High Court and
the expected closing, including the timing, of the proposed
transaction, 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. The failure to obtain approval from the
Singapore court or the failure to satisfy any other conditions to
closing could cause the failure of the proposed transaction to
occur. Additionally, the following factors, among others, could
cause actual results to differ materially from the forward-looking
statements: 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. 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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ADVANTEST CONTACT: Satsuki Tsuruta +81 3 3214-7500 Email Contact
VERIGY CONTACT: Judy Davies Vice President of Marketing
Communications +1 408-864-7549 Email Contact
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