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 23, 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.

On December 6, 2010, Verigy announced that had received an unsolicited non-binding proposal from Advantest Corporation (“Advantest”) to acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash. Subsequently, on December 23, 2010, Verigy announced that it had received a revised non-binding proposal from Advantest to acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash.

A copy of the press release issued by Verigy on December 23, 2010 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 revised Advantest proposal is attached hereto as Exhibit 99.2 and is incorporated by reference herein. A copy of the revised proposal received from Advantest 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 23, 2010.
99.2	Notice dated December 22, 2010 from Verigy, Ltd to LTX-Credence
99.3	Letter dated December 22, 2010 from Advantest Corporation to Verigy, Ltd.

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 23, 2010

EX-99.1

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

VERIGY ANNOUNCES RECEIPT OF REVISED UNSOLICITED PROPOSAL FROM ADVANTEST

Files Form S-4 in Connection with LTX-Credence Transaction

CUPERTINO, Calif., Dec. 23, 2010 – Verigy Ltd. (NASDAQ: VRGY) today announced that it has received a revised proposal from Advantest Corporation (NYSE: ATE) to acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash.

The Verigy Board is not making any recommendation with respect to the revised Advantest proposal at this time, and Verigy currently anticipates continuing to engage in discussions with Advantest regarding its revised proposal, including regulatory considerations in connection with a potential transaction. There can be no assurances that any transaction will result from the revised Advantest proposal or Verigy’s discussions with Advantest.

The Verigy Board continues to recommend the LTX-Credence (NASDAQ: LTXC) merger agreement to its shareholders and is not withdrawing its recommendation to Verigy shareholders in support of the pending merger between Verigy and LTX-Credence, or proposing to do so, at this time.

Pursuant to the merger agreement with LTX-Credence, Verigy also announced that it expects to file today its Registration Statement on Form S-4 and joint proxy statement with the Securities and Exchange Commission (“SEC”).

A copy of Advantest’s revised 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 Verigy expects to engage in continued discussions with Advantest, the fact that the Verigy board has not withdrawn its recommendation of the pending merger; the expected timing of the filing of the registration statement and joint proxy statement/prospectus; 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

Vice President, Investor Relations and Marketing Communications

408-864-7549

judy.davies@verigy.com

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

EX-99.2

Exhibit 99.2

December 22, 2010

VIA ELECTRONIC MAIL AND FACISIMILE

LTX-Credence Corporation

825 University Avenue

Norwood, MA 02062

Attention: General Counsel and Secretary

Re: Notice of Receipt of Revised Written Proposal and Upcoming

Board of Directors Meeting

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, and on December 3, 2010, Verigy notified you that it intended to engage in discussions with, and furnish information to, Advantest.

Pursuant to Section 5.3(b)(i) and Section 8.2 of the Merger Agreement, we hereby notify you, for and on behalf of Verigy, that Verigy has received a revised written proposal from Advantest. The revised written proposal is enclosed with this letter.

Additionally, on behalf of Verigy, pursuant to Section 5.3(b)(ii) and Section 8.2 of the Merger Agreement, we hereby notify you, for and on behalf of Verigy, that the Verigy Board of Directors is convening a meeting on Friday, December 24, 2010, at 8:00 a.m. Pacific time, at which it will discuss the revised written proposal from Advantest.

LTX-Credence Corporation

December 22, 2010

Page 2

Please let us know if you have any questions.

Regards,

/S/ MICHAEL S. RINGLER

Michael S. Ringler

Enclosure

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

December 22, 2010

Keith L. Barnes

Chairman of the Board and Chief Executive Officer

Verigy Ltd.

10100 N. Tantau Avenue

Cupertino, California 95014-2540

Dear Mr. Barnes:

On behalf of Advantest Corporation (“Advantest”), I thank you for allowing us to present our vision for an acquisition of Verigy Ltd. (“Verigy”) by Advantest. We continue to be excited about the combination between our two companies and the value that it will bring to the customers, employees and shareholders of both of our companies. We are firmly convinced that by combining forces, we will be able to offer a more complete set of product solutions and better services to our customers and that increased financial strength we bring will enable the combined company to be a strong and innovative supplier. We believe the combination will also result in attractive opportunities for the employees of both companies.

You have argued strongly in our subsequent discussions that our initial proposal, which valued Verigy at $12.15 per share, did not adequately capture the intrinsic value of Verigy, even though the proposal was already at a 40% premium to your then current trading price. While we have been reluctant to do so, given your insistence on a higher value before being willing to move forward, we hereby confirm that, based on our discussions and the various considerations, we are now willing to revise our original proposal to a price of $15.00 per share.

As with our original proposal, this proposal is subject to the conditions to be set forth in any subsequent, formal offer. Our proposal is also subject to confirmatory due diligence and the execution of mutually acceptable definitive documentation. The proposal is also subject to the termination of your merger agreement with LTX-Credence, in accordance with its terms.

Let me emphasize, as we have discussed and as you well understand at this point, this is our best and final proposal. We are not anticipating additional discussions or negotiations on valuation issues. Should you determine to do so, we will be left with no alternative but to withdraw our proposal and terminate further discussions.

1

While we recognize that it would be premature for you to make a determination that the proposal outlined in this letter constitutes a superior proposal to your proposed transaction with LTX-Credence, we believe that this revised proposal should provide the basis upon which to move forward with further discussions and customary due diligence.

Sincerely,

/s/ Haruo Matsuno

Haruo Matsuno

President and CEO

Advantest Corporation

2