Combining Strengths

The strategic merger of LTX and Credence

June 2008

Filed by LTX Corporation

pursuant to Rule 425 under the Securities Act of 1933 and deemed

filed

pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company:  Credence Systems Corporation

Commission File No.:  000-22366

The following presentation was first made available by LTX Corporation to its customers and

employees on June 23, 2008.

LTX Confidential

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2

The strategic merger of LTX and Credence

Key Details

•

Definitive agreement for strategic merger

-

June 22, 2008

•

Merger will create a new test company

•

Subject to customary stockholder approvals

•

Transaction expected to close by September 30, 2008

•

Separate companies until closing

-

remain competitors

-

No

joint

sales,

marketing,

engineering,

roadmap

or

other

activities

LTX Confidential

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3

The rationale for the merger

From an LTX Perspective

•

Complementary products and customers that expand our reach

•

Strong technologies and R&D, for a comprehensive roadmap

•

Strong support structure, especially in Asia

•

Expands our role with key subcontractors

•

Creates a larger company, increasing our impact

•

Significant

synergies,

ability

to

build

a

financially

stronger

company

LTX Confidential

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4

Creating a new test company

Our Vision

To create a leading provider of focused, cost-optimized solutions,

enabling customers to implement best in class test strategies to

maximize their profitability.

Our Leadership

Dave Tacelli (LTX) –

President and CEO

Mark Gallenberger (LTX)

–

CFO

Lavi Lev (Credence) –

Executive Chairman

Board –

LTX (5), Credence (4)

Our Markets

Wireless, Computing, Automotive, Entertainment

Our Technologies

RF wireless & digital signal processing techniques,

power management, high performance analog,

low cost, high-density digital

LTX Confidential

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Providing direct customer advantages

Products

•

Focused, cost-optimized solutions

•

Broader, more comprehensive portfolio of proven technologies

•

Extensive deployment of systems in Asia

Roadmap

•

Driven by customers’

operational test requirements

•

Focused on cost effective testing regardless of test strategy

•

Leverages proven R&D experience and technologies

Support

•

Broader, strategically deployed global network

•

Enhanced local applications and support resources

•

Significantly expanded presence in Asia

Strength

•

Experienced, customer-focused leadership team

•

Size and scope necessary to provide comprehensive solutions

•

Broad range of leading customers in all target market segments

LTX Confidential

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6

What to expect between now and closing

Business as Usual

–

both

companies will continue to:

•

Support their respective customers

•

Work on the communicated roadmaps

•

Meet your capacity expansion requirements

•

Service your testers the same way we do today

•

Utilize their current sales, service and support teams

LTX Confidential

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What to expect after the close (expected by Sept. 30, 2008)

Clear, Timely Communication

•

We are committed to actively sharing with you more details about

our new company in a timely fashion.

Smooth Transition

•

We

are

committed

to

making

the

merger

and

integration

of

LTX

and

Credence

seamless to your operations.

Thank you for your support and patience as we create our new company.

LTX Confidential

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to create a leading provider of  focused, cost-optimized solutions,

enabling customers to implement best in class test strategies

to maximize their profitability.

LTX Confidential

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Safe Harbor for Forward-Looking Statements

Statements in this presentation regarding the proposed transaction between LTX and Credence, including the terms of

the agreement and the tax-free, all-stock nature of the transaction, the belief that the combined strengths of the two

companies will create a leading provider of focused, cost-optimized solutions designed to enable customers to

implement best-in-class test strategies to maximize their profitability, the new company’s ability to address broad

market segments, the increased presence in the Asia-Pacific region, the establishment of a global network of

applications and resources, the continuation of current employees and directors with the new company, the belief that

the

combined

strengths

of

the

companies’

expertise

and

product

portfolio

will

benefit

customers,

the

creation

of

a

test

company with the financial strength, growth opportunities, critical mass, and operational efficiency to lead the industry,

the expectation that the combination will drive efficiencies associated with operating a larger business, and the

anticipation of saving approximately $25 million at the end of the integration period, the expectation that the merger will

be

accretive

within

12

months, the

expected

timetable for

completing

the

transaction

and

any

other

statements

about

LTX

or

Credence

managements’

future

expectations,

beliefs,

goals,

plans

or

prospects

constitute

forward–looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not

statements

of

historical

fact

(including

statements

containing

“believes,”

“anticipates,”

“plans,”

“expects,”

“may,”

“will,”

“would,”

“intends,”

“estimates”

and

similar

expressions)

should

also

be

considered

to

be

forward–looking

statements. 

There are a number of important factors that could cause actual results or events to differ materially from those

indicated by such forward–looking statements, including:  the ability to consummate the transaction, the ability to

successfully

integrate

LTX’s

and

Credence’s

operations

and

employees;

the

ability

to

realize

anticipated

synergies

and

cost savings; the risk of fluctuations in sales and operating results; risks related to the timely development of new

products, options and software applications and the other factors described in LTX’s Annual Report on Form 10-K for

the fiscal year ended July 31, 2007 and Credence’s Annual Report on Form 10–K for the fiscal year ended November

3, 2007 and their most recent Quarterly Reports on Form 10-Q each filed with the SEC.  LTX and Credence disclaim

any intention or obligation to update any forward–looking statements as a result of developments occurring after the

date of this presentation.

LTX Confidential -

10

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

LTX

plans

to

file

with

the

SEC

a

Registration

Statement

on

Form

S-4

in

connection

with

the

transaction

and

LTX

and

Credence

plan

to

file

with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The

Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about LTX, Credence, the transaction

and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy

Statement/Prospectus carefully when they are available.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and

other documents filed with the SEC by LTX and Credence through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy

Statement/Prospectus when they are available from LTX by contacting Mark Gallenberger at mark_gallenberger@ltx.com, or 781-467-5417

or

from

Credence

by

contacting

Brenda

Ropoulos

at

brenda_ropoulos@credence.com,

or

408-635-4309.

LTX

and

Credence,

and

their

respective

directors

and

executive

officers,

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

respect of the transactions contemplated by the merger agreement.  Information regarding LTX’s directors and executive officers is

contained in LTX’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007 and its proxy statement dated November 6, 2007,

which are filed with the SEC.  As of June 16, 2008, LTX’s directors and executive officers beneficially owned approximately 4,201,725

shares, or 6.7%, of LTX’s common stock.  Information regarding Credence’s directors and executive officers is contained in Credence’s

Annual Report on Form 10-K for the fiscal year ended November 3, 2007, its proxy statement dated March 7, 2008, its Current Reports on

Form 8-K filed on April 18, 2008, May 1, 2008, June 10, 2008, and June 17, 2008, and its Form 4 filed on April 29, 2008, which are filed with

the SEC.  As of June 16, 2008, Credence’s directors and executive officers beneficially owned approximately 1,348,090 shares, or 1.3%, of

Credence’s

common

stock.

In

connection

with

the

transaction,

Mr.

Tacelli

has

agreed

that

the

transaction

will

not

constitute

a

change

of

control for purposes of his Change-of-Control Employment Agreement dated March 2, 1998 and Mr. Gallenberger has agreed that the

transaction

will

not

constitute

a

change

of

control

for

purposes

of

his

Change-of-Control

Employment

Agreement

dated

October

2,

2000.

In

connection

with

the

transaction,

each

of

Mr.

Lev

and

Mr.

Eichler

has

entered

into

a

Transition

Services

Agreement

with

Credence

pursuant

to

which

they

have

agreed

to

accept

new

positions

with

Credence,

and

perform

certain

transition

services

for

Credence,

for

a

period

of

six

months following the closing of the transaction in exchange for certain salary, bonus, acceleration of equity-based awards and other

compensation.

A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.