 and and Verigy and LTX-Credence Plan to Merge, Creating a Top-Tier Provider of Semiconductor Test Solutions Filed by: Verigy Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LTX-Credence Corporation Commission File No. 000-10761 |
 Page 2 Safe Harbor Statement This presentation contains 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 management's 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 the forward-looking statements. The forward-looking statements contained in this document include statements about the strategic rationale for the transaction; the overview of the transaction; the leadership of the combined company and expectations about the combined company’s board composition; our expectations about the global reach of the combined company; our expectations about the ability of the combined company to deliver significant value to our customers, shareholders and employees; the ability of the combined company to be a stronger competitor and innovator of test cell solutions, to drive sustainable long-term growth and to be a major challenger for leadership in the semiconductor test industry; future financial and operating results; our expectations around the merger process and what employees can expect as a result of the transaction; potential synergies, including the timing of the realization of such synergies, and cost savings resulting from the transaction; and other statements regarding 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. For example, if Verigy and LTX-Credence do not each receive required shareholder approval or the parties fail to satisfy other conditions to closing, the transaction will not be consummated. |
 Safe Harbor Statement Page 3 In any forward-looking statement in which Verigy or LTX-Credence expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of the Verigy and LTX-Credence shareholders to approve the proposed merger; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Verigy and LTX-Credence generally, including those set forth in the filings of Verigy and LTX-Credence with the Securities and Exchange Commission, especially in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings. Verigy and LTX-Credence 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. |
 Page 4 Verigy and LTX-Credence Compelling Combination for All Constituents Strategic Rationale Complementary products, markets, customers & channels Broader breadth of products and expanded support organization Well-positioned to compete with largest competitors Larger business, strengthened position in SOC test Proven management team to lead the combined company Financial Rationale Targeting cost synergies of at least $25 million upon completion of integration Leveraged financial model with lower breakeven points; optimized Singapore tax model Strong balance sheet with capacity to invest in growth segments Return value to shareholders via odd-lot and repurchase programs |
                            Page 5 Transaction Overview Company Name Transaction Structure Exchange Ratio Closing Conditions Closing Ownership Split Headquarters Return of Capital Synergies Worldwide: Singapore North America: Cupertino, CA Stock-for-stock tax-free exchange 0.96 Verigy shares per LTX-Credence share Approximately 56% Verigy / 44% LTX-Credence Mutual shareholder approval, satisfaction of other customary closing conditions, and regulatory approvals First half of calendar 2011 Odd lot and share repurchase program At least $25 million of annual synergies expected Verigy (will retain Verigy’s existing logo and ticker) |
                   Page 6 Strong Leadership CFO Co-CEOs Management Team Integration Leader Board Composition Chairman of the Board Bob Nikl Jorge Titinger and David Tacelli To be finalized within roughly 90 days of announcement Mark Gallenberger Verigy 7; LTX-Credence 5 Keith Barnes |
 Experienced Leadership 25+ years of industry experience: Electroglas, IMS, Cadence, 4+ years with Verigy 29 years of industry experience: Texas Instruments, 22 years with LTXC 30 years of industry & financial mgt experience: Asyst, Solectron, Xerox, KPMG, 4+ years with Verigy 23 years of industry & financial mgt experience: Ernst & Young, Digital Equipment, 10 years with LTXC Jorge Titinger Co-CEO 25 years of industry experience: FormFactor, KLA-Tencor, Applied Materials, 2+ years with Verigy Bob Nikl CFO David Tacelli Co-CEO Mark Gallenberger Integration Leader Keith Barnes Chairman Page 7 |
 Co-CEO Responsibilities Jorge Titinger – Customer-facing activities including sales, support and application development Dave Tacelli – Marketing, engineering development and supply chain operations Joint Ownership of: – Development of the business and product strategies – Integration of the companies – Administrative functions (Finance, Legal, IT & HR) – Interactions with the investment community Page 8 |
 Scalable platform strategy High end computer, mobile processors, integrated RF, high end consumer, Flash and HSM Strong presence at top fabless and OSATs Direct sales and customer support globally Page 9 Leveraged cross-platform strategy Linear, automotive, power, MCUs, consumer, and standalone RF Strong presence at large IDMs Large distributor network through partner Spirox in Taiwan and China Combining Strengths to Better Serve Our Customers LTX-Credence Strengths Verigy Strengths |
 Page 10 Targeting Broad and Attractive End Markets Chipset / Graphics CPU DSP/ASIC Analog IC’s Memory Automotive Integrated and Standalone RF Mobile Processors Power Management IC’s Consumer IC’s Microcontrollers |
 Page 11 Positioned for Market Leadership Comprehensive Product Offering: Expanded product offering with enhanced integration capabilities benefits all stakeholders Broader Customer Base: Strong presence at top fabless companies, IDMs and OSATs Enhanced Sales and Technical Support: Worldwide presence provides increased support and resources to customers / partners Attractive Financial Model and Strong Balance Sheet: Improved scale and margin profile; $400 million net cash to invest in growth Innovative Engineering and Technical Resources: Extensive R&D resources allow for rapid pace of innovation and an industry leading product line-up |
 V6000 Complementary Products & Market Segments ASSPs RF PAs & Transceivers Consumer Mixed Signal (CMS) MPU Low End Probe 8/16 Bit MCU Automotive Analog/Linear Diamond V93000 Integrated RF Graphics/ Chipsets Baseband and Apps Processors ASL X Series FLASH DRAM Probe Cards High Speed Memory Digital SOC Analog SOC Mixed-Signal Memory High End Low End V101 Power Management Precision Analog V93000 HSM Page 12 |
 Page 13 Complementary Customer Base CPU Company |
          Page 14 (1) Includes $25 MM of operating synergies. Attractive Financial Model Illustrative; July ’10 Quarter Annualized Operating Profit $70M $64M $159M Combined (1) Net Cash $307M $93M $400M Gross Margin 50% 60% 53% Operating Profit % 11% 22% 17% Revenue $616M $293M $909M Stronger Balance Sheet Improved Scale Better Profitability The information provided on this slide is presented in non-GAAP format – for Verigy, non-GAAP excludes, as applicable, non-recurring charges and includes stock-based compensation expense; for LTX-Credence, non-GAAP excludes amortization of intangibles, and includes stock-based compensation expense. Reconciliation of GAAP to non-GAAP can be found on each company’s investor relations Website. |
 Page 15 Public company costs Consolidate facilities and systems Standardize processes and plans Consolidate manufacturing operations Improve material costs Improve economies of scale Annual Operating Synergies Increased efficiencies resulting in expected annual synergies of at least $25 million Integrate major account teams, supported by geographical sales resources Cross-train support personnel Manage overlap Realize R&D efficiencies Focus on strategic investment and high growth opportunities Leverage existing capabilities Corporate Overlap Sales / Support Streamlining Manufacturing Leverage Product Rationalization |
 Page 16 Verigy and LTX-Credence Compelling Combination for All Constituents Strategic Rationale Complementary products, markets, customers & channels Broader breadth of products and expanded support organization Well-positioned to compete with largest competitors Larger business, strengthened position in SOC test Proven management team to lead the combined company Financial Rationale Targeting cost synergies of at least $25 million upon completion of integration Leveraged financial model with lower breakeven points; optimized Singapore tax model Strong balance sheet with capacity to invest in growth segments Return value to shareholders via odd-lot and repurchase programs |
 Page 17 Important Additional Information and Where You Can Find It This presentation may be deemed to be solicitation material in respect of the proposed transaction between Verigy and LTX-Credence. In connection with the transaction, Verigy and Holdco will file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. The joint proxy statement/prospectus will be mailed to the shareholders of Verigy and LTX-Credence. Investors and security holders of Verigy and LTX-Credence are urged to read the registration statement and joint proxy statement/prospectus when it becomes available because it will contain important information about Verigy, Holdco, LTX-Credence and the proposed transaction. The registration statement and joint proxy statement/prospectus (when they become available), and any other documents filed by Verigy, Holdco or LTX-Credence 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 Verigy or Holdco and LTX-Credence by contacting, respectively, Verigy Investor Relations by e-mail at judy.davies@verigy.com or by telephone at 1-408-864-7549 or by contacting LTX-Credence Investor Relations by e-mail at rich_yerganian@ltxc.com or by telephone at 1-781-467-5063. Investors and security holders are urged to read the registration statement, joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. Verigy, LTX-Credence and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in favor of the proposed transaction. Information about the directors and executive officers of Verigy and LTX- Credence and their respective interests in the proposed transaction will be available in the joint proxy statement/prospectus. Additional information regarding the Verigy directors and executive officers is also included in Verigy's proxy statement for its 2010 Annual Meeting of Shareholders, which was filed with the SEC on February 23, 2010. As of February 12, 2010, Verigy’s directors and executive officers beneficially owned approximately 1,595,151 shares, or 2.7%, of Verigy’s ordinary shares. Additional information regarding the LTX-Credence directors and executive officers is also included in LTX-Credence's proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on November 8, 2010. As of September 30, 2010, LTX-Credence’s directors and executive officers beneficially owned approximately 1,940,204 shares, or 3.9%, of LTX-Credence’s common stock. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Verigy and LTX-Credence, respectively, at the e-mail addresses and phone numbers listed above. |