Interesting... Is Verigy using ATE to get a better deal (less premium for merger/takeover) from LTXC?
It seems "odd" for a company to have an IPO at $15, turn profitable and grow market share then get taken out for $15 in cash.... unless the better deal was jobs and stock options offered to the insiders on the Board or they will use this to get a better offer from LTXC.
Verigy Board of Directors Determines That Advantest Proposal Is Superior to LTX-Credence Merger
finance.yahoo.com
Press Release Source: Verigy, Ltd. On Monday March 21, 2011, 8:00 am EDT
CUPERTINO, CA--(Marketwire - 03/21/11) - Verigy Ltd. (NASDAQ:VRGY - News) today announced that its Board of Directors, after consultation with its independent financial and legal advisors, has unanimously determined that a proposal from Advantest Corporation (NYSE:ATE - News) to acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash ("the Advantest proposal"), on the terms and conditions set forth in a definitive implementation agreement proposed by Advantest, constitutes a "Superior Offer" within the meaning of the definitive merger agreement between Verigy and LTX-Credence Corporation (NASDAQ:LTXC - News) previously announced on November 18, 2010.
Verigy has notified LTX-Credence that the Verigy board of directors intends to withdraw its recommendation in favor of the pending merger transaction between Verigy and LTX-Credence and intends to recommend that Verigy stockholders vote against the issuance of Verigy ordinary shares in connection with the proposed merger with LTX-Credence. In accordance with the terms of the LTX-Credence merger agreement, LTX-Credence has until the close of business on March 25, 2011 to deliver a proposal to Verigy that would cause the Advantest proposal to cease to constitute a "Superior Offer."
There is no assurance that the proposed transaction with Advantest will be completed. Verigy does not have a unilateral right to terminate the LTX-Credence merger agreement in order to accept the Advantest proposal and enter into a definitive agreement with Advantest, even if LTX-Credence declines to make a proposal on or prior to the close of business on March 25, 2011 and the Verigy board thereafter formally withdraws its recommendation in favor of the proposed merger transaction between Verigy and LTX-Credence.
Morgan Stanley is acting as financial advisor to Verigy. Wilson Sonsini Goodrich & Rosati is acting as Verigy's U.S. legal counsel and Allen & Gledhill is acting as Verigy's Singapore counsel. |
