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LTX-Credence Corporation (NASDAQ: LTXC) today announced that it has received notification from Verigy Ltd. (“Verigy”), pursuant to the definitive merger agreement between LTX-Credence and Verigy, that the Verigy Board of Directors has determined that Verigy has received a “Superior Offer” from Advantest Corporation within the meaning of the merger agreement, and that the Verigy Board intends to effect a “change of recommendation” to its shareholders regarding its merger with LTX-Credence.
LTX-Credence is exploring all rights and remedies available to it under the merger agreement, with the express purpose of preserving shareholder value.
LTX-Credence is a global provider of ATE solutions designed to deliver value through innovation enabling customers to implement best-in-class test strategies to maximize their profitability. LTX-Credence addresses the broad, divergent test requirements of the wireless, computing, automotive and entertainment market segments, offering a comprehensive portfolio of technologies, the largest installed base in the Asia-Pacific region, and a global network of strategically deployed applications and support resources. Additional information can be found at
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between Verigy and LTX-Credence. In connection with the transaction, Verigy and Holdco will file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. The joint proxy statement/prospectus will be mailed to the shareholders of Verigy and LTX-Credence. Investors and shareholders of Verigy and LTX-Credence are urged to read the registration statement and joint proxy statement/prospectus when it becomes available because it will contain important information about Verigy, Holdco, LTX-Credence and the proposed transaction. The registration statement and joint proxy statement/prospectus (when they become available), and any other documents filed by Verigy, Holdco 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
firstname.lastname@example.org or by telephone at 1-408-864-7549 or by contacting LTX-Credence Investor Relations by e-mail at
email@example.com or by telephone at 1-781-467-5063. Investors and security holders are urged to read the registration statement, joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. 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 will be available in the joint proxy statement/prospectus. Additional information regarding the Verigy directors and executive officers is also included in Verigy's proxy statement for its 2010 Annual Meeting of Shareholders, which was filed with the SEC on February 23, 2010. As of February 12, 2010, Verigy's directors and executive officers beneficially owned approximately 1,595,151 shares, or 2.7 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