8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 6, 2010

Verigy Ltd.

(Exact name of registrant as specified in its charter)

Singapore	000-52038	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Verigy Ltd.

No. 1 Yishun Ave. 7

Singapore 768923

(Address of principal executive offices, including zip code)

+65 6755-2033

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced, on November 17, 2010, Verigy Ltd. (“Verigy”) entered into an Agreement and Plan of Merger, dated as of November 17, 2010 (the “Agreement”), by and among Verigy, Alisier Limited, a corporation organized under the laws of Singapore (“Holdco”), Lobster-1 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Verigy, Lobster-2 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Holdco, and LTX-Credence Corporation, a Massachusetts corporation (“LTX-Credence”), that provides for Verigy and LTX-Credence to combine their businesses.

Subsequently, on December 6, 2010, Verigy announced that it had received an unsolicited proposal from Advantest Corporation to acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash.

A copy of the press release issued by Verigy is attached hereto as Exhibit 99.1 and is incorporated by reference herein. A copy of Verigy’s notice to LTX-Credence under the Agreement regarding the Advantest proposal is attached hereto as Exhibit 99.2 and is incorporated by reference herein. A copy of the proposal received from Advantest Corporation is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

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 security holders 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, Holdco 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. Investors and security holders are urged to read the registration statement and 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 or about February 23, 2010. As of February 12, 2010, Verigy’s directors and executive officers beneficially owned approximately 1,595,151 shares, or 2.7%, 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 Shareholders, which was filed with the SEC on or about 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%, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Verigy Ltd. on December 6, 2010.
99.2	Notice from Verigy Ltd. to LTX-Credence Corporation dated December 3, 2010.
99.3	Letter from Advantest Corporation to Verigy Ltd. dated November 27, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Verigy Ltd.
By:	/S/    MARGO M. SMITH
	Margo M. Smith

Date: December 6, 2010

EX-99.1

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

VERIGY ANNOUNCES RECEIPT OF UNSOLICITED PROPOSAL FROM ADVANTEST

Reiterates Commitment to LTX-Credence Transaction

Announces Intention to Enter Discussions with Advantest

CUPERTINO, Calif., Dec. 6, 2010 – Verigy Ltd. (NASDAQ: VRGY) today announced that it has received an unsolicited proposal from Advantest Corporation (NYSE: ATE) to acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash.

The Verigy Board has reviewed the Advantest proposal and determined that it is not superior to Verigy’s pending transaction with LTX-Credence (NASDAQ: LTXC). However, the Verigy Board believes the Advantest proposal might lead to a superior transaction so it has determined to engage in discussions with Advantest. There can be no assurances that any definitive agreement or transaction will result from the Advantest proposal or Verigy’s discussions with Advantest.

The Verigy Board continues to believe in the compelling strategic and financial merits of its proposed transaction with LTX-Credence, and continues to recommend the LTX-Credence transaction to its shareholders. The Verigy Board is not withdrawing its recommendation with respect to the LTX-Credence transaction, or proposing to do so, and is not making any recommendation with respect to the Advantest proposal.

A copy of Advantest’s proposal to Verigy will be filed with the Securities and Exchange Commission.

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

On November 17, 2010, Verigy and LTX-Credence entered into a definitive agreement providing for a business combination of the two companies. In connection with the proposed transaction, Verigy 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, 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 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. 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

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 that Advantest proposal might lead to a superior proposal; that the proposed LTX-Credence transaction will have compelling strategic and financial benefits; the Board’s continued recommendation of the LTX-Credence transaction to its shareholders; and other statements regarding the possible transactions. 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 inability of Verigy and Advantest to agree on the parameters of their discussions; actions of LTX-Credence in response to any discussions with Advantest; the results of discussions with Advantest; the impact of actions of other parties with respect to any discussions and the potential consummation of the proposed transaction with LTX-Credence; the commencement of litigation relating to the discussions or to the proposed transaction with LTX-Credence; changes in the proposal from Advantest; failure of the Verigy and LTX-Credence shareholders to approve the proposed transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies from the Verigy and LTX-Credence transaction; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Verigy and LTX-Credence generally, including those set forth in the filings of Verigy and LTX-Credence 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 and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings. Verigy 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.

# # #

Contacts:

Judy Davies

VP, Investor Relations and Marketing Communications

408-864-7549

judy.davies@verigy.com

Matt Sherman / Jamie Moser / Jed Repko

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Arthur Crozier / Jennifer Shotwell / Scott Winter

Innisfree M&A Incorporated

212-750-5833

EX-99.2

Exhibit 99.2

December 3, 2010

VIA ELECTRONIC MAIL AND FACISIMILE

LTX-Credence Corporation

825 University Avenue

Norwood, MA 02062

Attention: General Counsel and Secretary

Re: Notice of Verigy Ltd. Board Determination That Advantest Proposal is Reasonably Likely to Lead to “Superior Offer” and Intent to Engage in Discussions and Furnish Confidential Information to Advantest

Dear Colin:

Reference is hereby made to that certain Agreement and Plan of Merger by and among Verigy, Alisier Limited, Lobster-1 Merger Corporation, Lobster-2 Merger Corporation and LTX-Credence Corporation dated as of November 17, 2010 (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

As you are aware, on November 27, 2010, Verigy notified you (and provided you with a written copy) of an unsolicited written Acquisition Proposal it received from Advantest Corporation (“Advantest”) on November 26, 2010 (the “Advantest Proposal”). Neither Verigy nor any of its representatives has received any additional written or electronic material from Advantest or any of its representatives in respect of the Advantest Proposal.

Pursuant to Section 5.3(c) and Section 8.2 of the Merger Agreement, we hereby notify you, for an on behalf of Verigy Ltd., as follows:

(1) After extensive deliberation and consultation with its financial advisor and outside legal counsel, the Verigy Board of Directors has in good faith concluded that the Advantest Proposal is reasonably likely to lead to a “Superior Offer” within the meaning of the Merger Agreement.

(2) Verigy herby confirms that:

(A) Verigy has not breached Section 5.3 of the Merger Agreement in connection with the Advantest Proposal;

(B) The Verigy Shareholders’ Meeting has not occurred; and

LTX-Credence Corporation

December 3, 2010

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(C) The Verigy Board of Directors has concluded in good faith (after consultation with its outside legal counsel) that the failure to take the actions described below would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements.

(3) Pursuant to Section 5.3 of the Merger Agreement, Verigy intends to:

(A) engage in discussions with Advantest with respect to the Advantest Proposal no earlier than 48 hours after the time at which this notice is delivered to you; and

(B) furnish non-public information to Advantest in connection with the foregoing discussions no earlier than 48 hours after the time at which this notice is delivered to you, subject to (and only after receipt of) an executed confidentiality agreement from Advantest containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to Advantest, the terms of which will be at least as restrictive as the terms contained in the Confidentiality Agreement but will not contain terms which prevent Verigy from complying with its obligations under Section 5.3 of the Merger Agreement.

Verigy hereby confirms that contemporaneously with furnishing any nonpublic information to Advantest, Verigy will furnish such nonpublic information to you (to the extent such nonpublic information has not previously been furnished or made available to you). Upon receipt of the foregoing executed confidentiality agreement from Advantest, we will forward a copy to you.

Please let us know if you have any questions.

Regards,

/s/ Michael S. Ringler

Michael S. Ringler

Cc: Hal J. Leibowitz (Wilmer Cutler Pickering Hale and Door)

Margo Smith (Verigy)

Aaron Alter (Wilson Sonsini Goodrich & Rosati)

Jason Sebring (Wilson Sonsini Goodrich & Rosati)

EX-99.3

Exhibit 99.3

	ADVANTEST CORPORATION
	Shin-Marunouchi Center Building,
	1-6-2 Marunouchi, Chiyoda-ku,
	Tokyo 100-0005, Japan
	Phone: +81-3-3214-7500 Facsimile: +81-3-3214-7705

November 27, 2010

Mr. Keith L. Barnes

Chairman of the Board and Chief Executive Officer

Verigy Ltd.

10100 N. Tantau Avenue

Cupertino, California 95014-2540

U.S.A.

Dear Mr. Barnes

On behalf of Advantest Corporation (“Advantest”), I am pleased to submit the proposal set forth below to acquire Verigy Ltd. (“Verigy”) by way of an all-cash transaction which is intended to be priced at a substantial premium to Verigy’s current trading price. We believe that the combination that we are proposing will provide immediate value to shareholders of Verigy, establish a stronger combined entity that is better positioned to serve its customers and provide tremendous opportunities for professional enhancement to the management and employees of Verigy.

We are extremely impressed with the business you and your management team have developed. We are particularly excited about how Verigy complements our businesses and our strategies for future growth. We believe that Verigy’s technology, products, customer relationships and geographic presence are an excellent fit with Advantest’s. Together, the combined entity will be well positioned to be a more reliable supplier to its customers, including providing more complete product solutions and better services. In addition, Advantest’s strong balance sheet will enable the combined entity to capitalize on its growth opportunities while at the same time having greater financial viability during the cyclical downturns to which our industry is periodically exposed. We believe shareholders, employees and customers will take great comfort in the increased financial viability of the combined entity.

Further, we believe that the success of a combination of Verigy and Advantest clearly lies in: (i) Verigy’s management and employees remaining in place and (ii) the management teams of Verigy and Advantest working together to realize the benefits of a combination. We envision that Verigy’s current senior management team and employees will have important roles in the combined entity and are looking forward to working with you to define these roles.

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In short, the combination we propose is the logical next step for the shareholders, customers and employees of both of our companies.

We believe a transaction between Verigy and Advantest would provide demonstrably superior value to your shareholders, employees and customers compared with the transaction with LTX-Credence Corporation (“LTX-Credence”). To that end and subject to conditions to be set forth in any subsequent formal offer, Advantest proposes to acquire all outstanding Verigy ordinary shares in an all-cash transaction for $12.15 per share. The proposed price represents an approximately 40% premium over the closing price of Verigy ordinary shares as of November 26, 2010.

Subject to our further discussions with you and your Board, brief confirmatory due diligence and the execution of mutually acceptable definitive documentation, we intend to effect the transaction by way of a tender offer for all of Verigy’s outstanding ordinary shares. Advantest would use its currently existing cash balances to finance the transaction. The transaction would not be subject to a shareholder vote by Advantest and we expect that the transaction could be consummated within six to eight weeks of the launch of the formal tender offer under applicable law, subject to any timing constraints as may be imposed under applicable law. Because the transaction would be financed entirely through Advantest’s existing cash reserves, our offer, would not be subject to any financing contingency. We are prepared to begin discussions with you as early as tomorrow.

Our proposal is clearly superior for your stakeholders to the proposed transaction involving LTX-Credence for the following reasons:

• Our proposal provides higher absolute value for each Verigy share;

• Our proposal provides value certainty;

• Our proposal provides immediate liquidity; and

• Our proposal provides less risk to the shareholders, employees and customers of Verigy

As is customary, our proposal is subject to completion of a brief, confirmatory due diligence review and the negotiation of mutually acceptable definitive documentation. We understand, of course, your contractual obligations under your merger agreement with LTX-Credence, which itself anticipates the possibility of receipt by Verigy of a superior proposal, and we would anticipate that you will adhere to your obligations under that agreement in all respects in considering and acting upon our proposal. Accordingly, the transaction we proposed is also subject to the termination of your merger agreement with LTX-Credence, in accordance with its terms.

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As you know, it is necessary to communicate our proposal in this manner (i.e., in letter form) because of the “no shop” provisions of your merger agreement with LTX-Credence. However, we prefer to work collaboratively with you and your Board of Directors to complete a negotiated transaction that helps Verigy realize the full potential of its franchise. We believe that time is of the essence, and are prepared to move forward expeditiously by committing all necessary resources to promptly complete the transaction. We have engaged GCA Savvian Advisors and Skaddcn, Arps, Slate, Meagher & Flom LLP to advise us in this transaction. Lead contact points are Geoff Baldwin (415) 318-3640 and Ken King at (650) 470-4530 for GCA Savvian Advisors and Skadden, respectively. We and our advisors are ready to meet with you and your advisors to discuss all aspects of our proposal, and to answer any questions you or they may have about our proposal. Although we have already completed a thorough due diligence review based solely on publicly available information, we would like to commence confirmatory due diligence as soon as possible and are ready to begin tomorrow. We assume that given your recently concluded merger agreement with LTX-Credence, there is a data room already set up that is comprehensive and readily accessible. We are prepared to enter into a customary and reasonable confidentiality agreement no less favorable to Verigy than the one between Verigy and LTX-Credence in order to facilitate our prompt access to the data room.

The Board of Advantest has unanimously approved this proposal, and has unanimously authorized us to proceed with the proposed transaction, subject to our confirmatory due diligence and the outcome of our discussion with you and your Board of Directors, following which we anticipate making a formal definitive offer for Verigy. We aim to promptly conclude the transaction that is enthusiastically supported by you and your Board of Directors, shareholders and employees. We look forward to hearing from you.

Sincerely,

/s/ Haruo Matsuno

Haruo Matsuno

President and CEO

Advantest Corporation

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