Filed Pursuant to Rule 425
Filing Person: Credence Systems Corporation
Commission File No.: 0-22366
Subject Company: NPTest Holding Corporation
Commission File No.: 0-50503
Creating an Industry Leader in ATE
A Credence Customer Presentation
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, earnings accretion and growth, timing of the transaction, market growth estimates, estimates of served available market, industry leadership, customer solutions, profitability, distribution channels, revenue and management and organizational structure are all forward-looking statements. Please see the risks that are described from time to time in Credence’s 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). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, Credence’s results could differ materially from Credence’s expectations in these statements. Credence assumes no obligation and does not intend to update these forward-looking statements.
Announcement
Credence has signed a definitive agreement to acquire NPTest
Combining Strength
Founded in 1978
Headquarters in Milpitas, CA
1100 employees Strength in OSATs
RF, analog, mixed signal, automotive and flash expertise
Photon probe and X-Ray detection technology for engineering debug
Strong worldwide sales, service and support channel
141 Patents
Established by Fairchild in 1965
Headquarters in San Jose, CA
900 employees
Strength in IDMs
High-end SoC and MPU expertise
Electron beam/laser voltage probe and FiB circuit edit technology for engineering debug
Strong services business
153 Patents
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 NVM
- Proven technology in photon probe and FIB circuit edit
- Applied technology to reduce the cost of test
Products
Comprehensive product portfolio
- Expands served markets 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 FY 2005
High Growth End-User Market
Communications
Wired – SONET (10-40 Gbps) Wireless (2.4-2.8 Gbps)
Satellite
Mobile
Cellular & Wireless Devices
Data Processing
Enterprise Node -WAN
Consumer
Games
PC
Global Positioning System
Market Opportunity – $3.5B in 2004
Design and Prototyping
Design, Simulation & DFT
Mask set generation
Prototype wafer lot
Design Validation
Device Characterization
High Volume Production
Front End
Wafer Manuf.
Back End
Assembly Burn in and Final Test
Redesign Loop
Process Characterization
Failure Analysis
Yield Improvement
Loop
IC Validation, Debug and Characterization Equipment
Functional & Structural Test Equipment Wafer & Final test
Product & Test Engineering Services
Serving Growth Market Segments
Growth Segments: Data Processing
60,000
Desktop PC
50,000 Disk Drive
Notebook PC
Desktop PC
40,000
$ B
30,000
20,000
10,000
0
2001 2002 2003 2004 2005 2006
Quartet
Sapphire
Kalos
ASL 1000/3000
Octet
Quartet
EmiScope
EXA 3000
Vanguard
Sapphire
Growth Segments: Communications
40,000
DSL CPE
35,000
LAN NIC/LOM
30,000
LAN Switches
25,000
Digital Cellular
$ B 20,000
15,000
10,000
5,000
0
2001 2002 2003 2004 2005 2006
Source: Dataquest 11/03
Products in Growth Segments
Growth Segments: Consumer Electronics
25,000
DVD
Digital Set-Top Box
20,000
Digital Still Camera
$ B Video Game Devices
15,000
10,000
5,000
0
2001 2002 2003 2004 2005 2006
Falcon
Octet
Kalos
Sapphire
ASL 1000/3000
Quartet
Growth Segments: Automotive
Anti-Lock Braking System
10,000
GPS Navigation
Air Bags
Engine Control Units
8,000
6,000
4,000
2,000
0
2001 2002 2003 2004 2005 2006
Source: Dataquest 11/03
Complementary Technologies
Silicon debug software
Air Cooling
Analog tools
Test Program Development
IR Photon Probing
Highly Parallel Test
Power supplies
MVNA RF
Flash
High Speed Buses
Design
Electron beam probing
FiB
Laser voltage probing
Liquid Cooling
High speed, accuracy digital
Structural Test
High Speed Buses
Mixed Signal Instruments
Production Test
Expanding our Production Test Portfolio
Major Market SAM Total Credence NPTest
Segments
Flash Memory Kalos
$440M
Digital/Logic Quartet DeFT
$600M
Sapphire
Analog/Linear/Discrete ASL 1000
$118M
Automotive Falcon
$100M
Mixed Signal ASL 3000 EXA 3000
$920M
Octet/Quartet Sapphire
RF/Microwave ASL 3000RF
$203M
SoC Octet/Quartet EXA 3000
$495M
Sapphire
Source: Dataquest 11/03
Strong Combined Product Portfolio
Extending our Customer Base
NPTest Strength in Large IDMs
Penetrating Key IDMs
Increased Penetration of Common Customers
Penetrating Key OSATs
Credence Strength in Leading OSATs
Delivering Superior Customer Satisfaction
Leadership
Ownership Engineering
Commitment
Technical
Cost-of- Uptime Software Build Quality Throughput Usable Quality of Results Performance Process Support Field Spares Support Support after Sales Overall
1. Credence 6.4 8.3 7.3 7.8 7.9 8.2 8.0 7.9 8.2 7.9 8.2 7.6 8.1 7.8
3. NPTest 5.9 7.1 7.3 7.5 7.5 8.0 7.7 7.6 8.1 7.1 7.4 7.9 7.9 7.5
Strength Through the Cycle
Combined Revenue ($M) CMOS NPTT
350
300
($M) 250
Revenues
200
150
CMOS and NPT 100
50
0
Q200 Q300 Q400 Q101 Q201 Q301 Q401 Q102 Q202 Q302 Q402 Q103 Q203 Q303 Q403 Q104
NPTT 53 74 77 82 69 50 39 63 68 63 64 50 59 59 58 55
CMOS 154 204 225 136 76 53 37 34 39 48 43 37 43 46 58 68
Transaction Summary Overview
Consideration
Right to receive 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
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
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
Senior Vice President: Jean-Luc Pelissier
Board of Directors
Existing Credence Board of Directors
Dipanjan Deb (NPTest Board member)
Ashok Belani, President and CEO, NPTest
Credence/NPTest: Winning Combination
Leading pure play in non-DRAM semiconductor test
Highly synergistic products in growth markets
- Expands served markets
- 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 synergies
- Strength in both upturns and downturns
Forward-Looking Statements
This document 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, earnings accretion and growth, timing of the transaction, market growth estimates, estimates of served available market, industry leadership, customer solutions, profitability, distribution channels, revenue and management and organizational structure are all forward-looking statements. Risks, uncertainties and assumptions include the possibility that the market for the sale of certain products and services may not develop as expected; that development of these products and services may not proceed as planned; that the merger does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; or that prior to the closing of the proposed merger, the businesses of the companies suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies or achieve planned synergies; other risks that are described from time to time in Credence’s 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). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, Credence’s results could differ materially from Credence’s expectations in these statements. Credence assumes no obligation and does not intend to update these forward-looking statements.
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.