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 (Amendment No. __)
Filed by the Registrant £
Filed by a Party other than the Registrant S
Check 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 |
| S | Soliciting Material under Rule 14a-12 |
| Verigy Ltd. |
| (Name of Registrant as Specified in Its Charter) |
| Advantest Corporation |
| (Name of Persons Filing Proxy Statement, if Other than Registrant) |
Payment of filing fee (Check the appropriate box):
| S | No fee required. |
| | |
| £ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | |
| | (1) Title of each class of securities to which transaction applies: |
| | |
| | (2) Aggregate number of securities to which transaction applies: |
| | |
| | (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| | |
| | (4) Proposed maximum aggregate value of transaction: |
| | |
| | (5) Total fee paid: |
| | |
| £ | 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: |
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Commitment to V93000 Products
Upon closing, we expect the combined company to continue to be fully committed to
the Verigy V93000 family of products
Commitment to New Products
This commitment includes the soon-to-be introduced Verigy solutions
Commitment to Business Agreements
All contractual commitments and business agreements made by Advantest or
Verigy will be honored by the joint company after the close
Commitment to Customer Satisfaction
We believe the combined company will be better positioned to meet your needs.
Customer satisfaction is very important to us, both now and in the future. Thank you
for your patience and continued support.
Advantest & Verigy Commitment to Customers*
From Haruo Matsuno & Jorge Titinger
(*) extract from Joint Letter to Advantest and Verigy customers dated April 14, 2011
Additional Information and Where You Can Find It
• On March 28, 2011 (Japan Time), Verigy Ltd. (“Verigy”) and Advantest Corporation (“Advantest”) 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 U.S. Securities and Exchange Commission (“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 and its amended Annual
Report on Form 10-K/A, which was filed with the SEC by Verigy 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 presentation 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 presentation.
