Verigy Ltd. (MM) (NASDAQ:VRGY)
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3 Years : From Mar 2011 to Mar 2014
Advantest Corporation (TSE: 6857, NYSE: ATE) is pleased to announce that
all the conditions for its acquisition of Verigy (NASDAQ: VRGY),
including regulatory approval and the approval of Verigy’s shareholders,
have been met. Advantest has consequently completed its acquisition of
all outstanding Verigy ordinary shares for US$15.00 per share in cash.
The total acquisition price is approximately US$1.1 billion
[approximately ¥ 90.9 billion (based on the exchange rate US$1 = ¥81)].*
This amount includes the amount of the convertible notes to be repaid by
Verigy will henceforth be operated as a wholly-owned subsidiary of
Advantest. The integration process will transform the Advantest Group
into the largest company in the semiconductor test equipment sector,
with annual sales, based on last year’s figures, of $1.7 billion, a
market share of over 40%, and 4,900 employees in 21 countries worldwide,
including R&D centers in Japan, the U.S., and Europe.
Verigy’s origins in the test and measurement division of
Hewlett-Packard, an American tech industry giant founded in 1939, have
endowed it with a rich stock of cutting-edge solutions for semiconductor
design verification and evaluation. By merging Verigy into its
operations, the Advantest Group, which holds a dominant share in tools
for memory test and volume production, has boosted its presence in the
non-memory test and R&D markets where Verigy has traditionally been
strong. Geographically, Advantest’s strong presence in Japan and Asia
will now be combined with Verigy’s reach in North America and Europe,
generating market share gains. The two companies’ complementary
strengths in products, customer base, R&D, sales, and service will
provide a significant lift to the combined company’s competitiveness in
the global market.
To maximize these new synergies, Advantest has launched a new Strategic
Business Unit which will take responsibility for reinforcing marketing
efforts, technology integration, and offering optimal solutions to
customers. Through the integration process, the new unit will devise
detailed business strategies and implement them promptly.
As a leading company in the semiconductor test equipment industry, the
Advantest Group will strive to deliver increased corporate value through
further enhancement of technology, service, and customer satisfaction.
Utilizing its expanded resources, the company will not limit itself to
the semiconductor test equipment industry, but will move forward
proactively into new markets including health care, environmental
technologies, and energy.
A world-class technology company, Advantest is a leading producer of
automatic test equipment (ATE) for the semiconductor industry and a
premier manufacturer of measuring instruments used in the design and
production of electronic instruments and systems. Its leading-edge
systems and products are integrated into the most advanced semiconductor
production lines in the world. The company also focuses on R&D for
emerging markets that benefit from advancements in nanotech and
terahertz technologies, and has recently introduced critical dimension
scanning electron microscopes essential to photomask manufacturing, as
well as a groundbreaking 3D imaging and analysis tool. Founded in Tokyo
in 1954, Advantest established its first subsidiary in 1982, in the USA,
and now has subsidiaries worldwide. More information is available at www.advantest.com.
Verigy provides advanced semiconductor test systems and solutions used
by leading companies worldwide in design validation, characterization,
and high-volume manufacturing test. Verigy offers scalable platforms for
a wide range of system-on-chip (SOC) test solutions, and memory test
solutions for Flash, DRAM including high-speed memories, as well as
multi-chip packages (MCP). Verigy also provides advanced analysis tools
that accelerate design debug and yield ramp processes. Additional
information about Verigy can be found at www.verigy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release 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 anticipated benefits and
values of the transaction to customers, Advantest shareholders and
employees, and the expected strengths of the combined company. 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. Additionally, the following factors, among others,
could cause actual results to differ materially from the forward-looking
statements: the challenges and costs of 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 press release.
Note: All information supplied in this release is correct at the time of
publication, but may be subject to change.