To: richardred who wrote (2344 ) 11/18/2010 8:50:47 AM From: richardred Respond to of 7254 UPDATE 1-Verigy to buy LTX-Credence for $422 mln reuters On Thursday November 18, 2010, 4:13 am EST * On closing, Verigy to own 56 pct, LTX 44 pct of combined co * Targets annual cost savings of at least $25 mln Nov 18 (Reuters) - Semiconductor testing company Verigy Ltd (VRGY.O: Quote, Profile, Research, Stock Buzz) plans to acquire smaller rival LTX-Credence Corp (LTXC.O: Quote, Profile, Research, Stock Buzz) in a deal, valued at about $422 million, that will expand its product portfolio and customer relationships. Under the deal terms, Verigy and LTX-Credence would either become wholly owned units of Holdco, a newly created subsidiary, or LTX-Credence would become a wholly owned unit of Verigy, the companies said. LTX-Credence shareholders will receive a fixed exchange ratio of 0.96 Verigy shares or Holdco stock for each LTX-Credence share. Upon closing, Verigy or Holdco will issue about 49 million shares on a fully diluted basis to complete the deal and Verigy and LTX-Credence shareholders will own about 56 percent and 44 percent, respectively, of the combined company. The combined company expects annual cost savings to reach at least $25 million. Spirox, Atmel Corp (ATML.O: Quote, Profile, Research, Stock Buzz) and Texas Instruments Inc (TXN.N: Quote, Profile, Research, Stock Buzz) are some of LTX-Credence's biggest customers. Taiwan Semiconductor Manufacturing Company Limited (2330.TW: Quote, Profile, Research, Stock Buzz) contributed the most to Verigy's revenue in fiscal 2009. Morgan Stanley was Verigy's financial adviser, while J.P. Morgan advised LTX-Credence. Verigy shares closed at $8.91 on Wednesday, while LTX stock closed at $5.98 on Nasdaq. (Reporting by S. John Tilak in Bangalore; Editing by Jon Loades-Carter)finance.yahoo.com