SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the
SecuritiesExchange Act of 1934
(Amendment No. )
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 |
[ ] | Definitive Proxy Statement | (as permitted by Rule14a-6(e)(2)) | |
[ ] | Definitive Additional Materials | ||
[X] | Soliciting Material Under Rule 14a-12 |
NPTEST HOLDING CORPORATION |
(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)(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: | |
Filed by NPTest Holding Corporation pursuant to Rule 14a-12 of the Securities and Exchange Act |
The following are presentation slides shown to investors of NPTest Holding Corporation on February 24, 2004:
![]() | Creating an Industry Leader |
Overview |
Forward-Looking Statements |
This presentation contains forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, statements of expected synergies, accretion, timing of the transaction, industry leadership, execution of integration plans, customer solutions, profitability, distribution channels, and management and organizational structure are all forward-looking statements. Please see the risks that are described from time to time in Credence and NPTest Securities and Exchange Commission reports (including, but not limited to Credence’s annual report on Form 10-K for the year ended October 31, 2003 and NPTest’s Form S-1 filed on December 4, 2003, and subsequently filed reports). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, Credence’s or NPTest’s results could differ materially from Credence’s or NPTest’s expectations in these statements. Credence and NPTest assume no obligation and do not intend to update these forward-looking statements.
![](https://capedge.com/proxy/DEFA14A/0000950103-04-000300/feb2304_presentx2x1.jpg)
Additional Information |
Additional Information and Where to Find It
- Credence and NPTest will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by Credence are available free of charge by contacting Credence Investor Relations, 1421 California Circle, Milpitas, California 95035, (408) 635-4300, and documents filed with the SEC by NPTest are available free of charge by contacting NPTest Investor Relations, 150 Baytech Drive, San Jose, California 95134, (408) 586-8200.
Participants in Solicitation
- Credence and NPTest, and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Credence and NPTest in connection with the merger and related items. Information regarding the directors and executive officers of Credence and their ownership of Credence shares is set forth in the proxy statement for Credence’s 2003 annual meeting of shareholders. Information regarding the directors and executive officers of NPTest and their ownership of NPTest stock is set forth in NPTest’s Form S-1, which was filed with the SEC on December 4, 2003. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.
![](https://capedge.com/proxy/DEFA14A/0000950103-04-000300/feb2304_presentx2x1.jpg)
Transaction Summary Overview |
Consideration | • | 0.800 Credence shares for each NPTest share |
• | $5.75 in cash | |
• | NPTest shareholder pro forma ownership of approximately 30% | |
Timeline | • | Target closing end of June 2004 |
Financial Impact | • | Accretive to Credence’s earnings in FY2005 |
Identity | • | Combined company to be called “Credence Systems Corporation” |
• | Will continue to trade on the NASDAQ National Market under the ticker “CMOS” | |
Key Conditions | • | Credence and NPTest shareholder approval |
• | Regulatory approval and other customary conditions |
![](https://capedge.com/proxy/DEFA14A/0000950103-04-000300/feb2304_presentx2x1.jpg)
Transaction Summary Overview |
Key Metrics | • | Critical mass: Pro forma revenue run rate of approximately $500 million |
• | Financial flexibility: Pro forma cash balance of approximately $200 million | |
• | Global presence: Approximately 2,000 employees worldwide | |
Leadership | • | Chairman and CEO: Graham Siddall |
• | Vice Chairman: Ashok Belani | |
• | President and COO: David Ranhoff | |
• | CFO: John Detwiler | |
• | Sr. Vice President: Jean-Luc Pelissier | |
Board of Directors | • | Existing Credence Board of Directors |
• | Dipanjan Deb (NPTest Board member) | |
• | Ashok Belani, President and CEO, NPTest |
Strategic Rationale |
Position | • | Responding to the challenge of consolidation | |
• | Leading pure play in Non-DRAM semiconductor test | ||
Technology | • | Leading technologies in debug, characterization and production test | |
— | Proven technology in SoC, RF, analog/mixed signal and Flash memory | ||
— | Proven technology in photon probe and FIB circuit edit | ||
— | Applied technology to reduce the cost of test | ||
Products | • | Comprehensive product portfolio | |
— | Expands served market in production test | ||
— | Increases TAM in Engineering, Debug and Characterization market | ||
Channel | • | Enhanced sales and distribution | |
— | Critical mass in key geographies and strategic accounts | ||
Financial | • | Accretive to Credence’s earnings in FY2005 | |
• | Significant financial synergies | ||
— | $25M cost reduction opportunity in FY2005 |
Combining Strength |
![]() | ![]() | |||
• | Founded in 1978 | • | Established by Fairchild in 1965 | |
• | Headquarters in Milpitas, CA | • | Headquarters in San Jose, CA | |
• | 1100 employees | • | 900 employees | |
• | Strength in OSATs | • | Strength in IDMs | |
• | RF, analog, mixed signal, automotive | • | High-end SoC and MPU expertise | |
and flash expertise | • | Electron beam/laser voltage probe and | ||
• | Photon probe and X-Ray detection | FiB debug circuit edit technology for | ||
technology for engineering debug | engineering debug | |||
• | Strong worldwide sales, service and | • | Strong services business | |
support channel | • | 153 Patents | ||
• | 141 Patents | |||
![]() | ![]() |
High Growth End-User Market |
Market Opportunity – $3.5B in 2004 |
Serving Growth Market Segments |
Products in Growth Segments |
Complementary Technologies |
Expanding Production Test Portfolio |
Major Market Segments | SAM Total Approx. $3B | Credence | NPTest |
Flash Memory | ![]() | Kalos | |
Digital/Logic | ![]() | DeFT Sapphire | |
Analog/Linear/Discrete | ![]() | ASL 1000 | |
Automotive | ![]() | Falcon | |
Mixed Signal | ![]() | ASL 3000 Octet | EXA 3000 Sapphire |
RF/Microwave | ![]() | ASL 3000RF | |
SoC | ![]() | Octet | EXA 3000 Sapphire |
Source: Dataquest 11/03
Extending Customer Base |
Delivering Customer Satisfaction |
• | Top two ATE companies in VLSI survey |
• | Customers’ satisfaction vital in aggressive market conditions |
![]() | Financials |
Current Financial Performance |
![]() | ![]() | ![]() | |||
Quarter Ended January 31, 2004 | Quarter Ended December 31, 2003 | ||||
Revenue | $68M | $55M | $123M | ||
![]() | ![]() | ||||
Gross Margin | 47% = $32M | 34% = $19M | 41% = $51M | ||
R&D | 22% = $15M | 19% = $10M | 20% = $25M | ||
SG&A | 35% = $24M | 21% = $12M | 29% = $36M | ||
Operating Profit | (10%) = ($7M) 1 | (6%) = ($3M) 2 | (8%) = ($10M) | ||
The New Credence –Creating a top tier test company |
Note:
1 Excludes amortization expense of $2.6M and restructuring expense of $0.6M
2 Reflects “non GAAP” financials, which exclude amortization expenses and IPO recapitalization expenses
Proposed Transaction Timeline |
Note:
1 Assumes SEC comments. If no SEC comments, closing is projectedto occur at the end of May
Strength Through the Cycle |
Winning Combination |
• | Leading pure play in non-DRAM semiconductor test | |
• | Highly synergistic products in growth markets | |
— | Expands served market | |
— | Cost of Test leadership | |
— | Complete design-to-test solution | |
• | Strong technology portfolio | |
— | High-end SoC, RF, analog/mixed signal, flash, debug and diagnostic | |
• | Complementary customer bases | |
• | Enhanced sales and distribution channels | |
• | Proven management team | |
• | Strong earnings growth driven by scale and synergies | |
— | Strength in both upturns and downturns |