0001193125-11-079829.txt : 20110328 0001193125-11-079829.hdr.sgml : 20110328 20110328164403 ACCESSION NUMBER: 0001193125-11-079829 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110328 DATE AS OF CHANGE: 20110328 EFFECTIVENESS DATE: 20110328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Verigy Ltd. CENTRAL INDEX KEY: 0001352341 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52038 FILM NUMBER: 11716297 BUSINESS ADDRESS: STREET 1: NO. 1 YISHUN AVE. 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 BUSINESS PHONE: 650-752-5503 MAIL ADDRESS: STREET 1: NO. 1 YISHUN AVE. 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 FORMER COMPANY: FORMER CONFORMED NAME: Verigy Pte. Ltd. DATE OF NAME CHANGE: 20060206 DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 Soliciting Material Pursuant to 240.14a-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

  ¨ Preliminary Proxy Statement
  ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  ¨ Definitive Proxy Statement
  ¨ Definitive Additional Materials
  x Soliciting Material Pursuant to §240.14a-12

VERIGY LTD.

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

  x No fee required.
  ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  ¨ Fee paid previously with preliminary materials.
  ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 

  (2) Form, Schedule or Registration Statement No.:

 

 

  (3) Filing Party:

 

 

  (4) Date Filed:

 

 


March 28, 2011

Advantest and Verigy Sign Definitive Agreement; LTX-Credence Terminates Merger Agreement

Verigy Team:

Early this morning, we announced that our Board of Directors has approved a definitive agreement under which Advantest will acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash. We are pleased to reach an agreement that delivers meaningful value to our shareholders and which we believe is in the best interest of our company and all of our stakeholders. In addition, the transaction will provide our employees with the opportunity to play an important role in the future of the combined company. The press releases are attached.

As you know, on March 21, 2011, we announced that our Board of Directors determined that the proposal from Advantest Corporation to acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash constituted a “Superior Offer” within the meaning of Verigy’s merger agreement with LTX-Credence. Subsequently, our merger agreement with LTX-Credence was terminated, and we accepted the Advantest proposal and entered into a definitive agreement with Advantest.

As with any M&A transaction, completion of this transaction with Advantest is contingent upon the satisfaction of certain conditions. As always, we will continue to keep you informed as events progress.

Today’s announcements may generate interest from the media, investors and other third parties, and it is important that Verigy speak with one voice on this matter. As always, please immediately direct all media, investor/shareholder and analyst inquiries to Judy Davies, Verigy’s VP of Investor Relations and Marketing Communications, at 408-864-7549 or judy.davies@verigy.com.

On behalf of Verigy’s Board and management team, I thank you for your continued hard work and dedication.

Sincerely,

Jorge Titinger

President and CEO


Additional Information and Where You Can Find It

 

On March 28, 2011 (Japan Time), Advantest and Verigy entered into a definitive agreement providing for a business combination of the two companies. In connection with the proposed transaction, Verigy will file a proxy statement with the SEC. The proxy statement will be mailed to the shareholders of Verigy. Investors and shareholders of Verigy are urged to read the proxy statement when it becomes available because it will contain important information about Verigy and the proposed transaction. The proxy statement (when it becomes available), 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 security holders 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 (81-3) 3214-7570, or filed with the SEC by Verigy by contacting Verigy Investor Relations by e-mail at judy.davies@verigy.com or by telephone at 1-408-864-7549. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any decision with respect to the proposed 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 shareholder in favor of the proposed 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 will be available in the proxy statement. Additional information regarding the Verigy directors and executive officers is also included in Verigy’s Report on Form 10-K, which was filed with the SEC on December 13, 2010 and its amended Annual Report on Form 10-K/A, which was filed with the SEC on February 25, 2011. As of February 14, 2011, Verigy’s directors and executive officers beneficially owned approximately 1,988,016 shares, or 3.3 percent, of Verigy’s ordinary shares. These documents are available free of charge at the SEC’s web site 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 letter 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 letter.

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