April 3, 2011

ADVANTEST TO ACQUIRE VERIGY FOR US$15.00 PER SHARE IN CASH


Advantest Corporation ("Advantest")  (TSE: 6857, NYSE: ATE) and Verigy Ltd. (“Verigy”) (NASDAQ: VRGY) today announced that they have entered into a definitive agreement under which Advantest will acquire all outstanding Verigy ordinary shares  for US$15.00 per share in cash. The total acquisition  price will be approximately US$1.1 billion (approximately ¥ 90.9 billion (based on the exchange rate US$1 = ¥81)).  

Advantest’s $15.00 per share cash offer represents a premium of approximately 64 percent to Verigy’s closing stock price on December 3, 2010, the day prior to Verigy’s announcement that it had received an offer from Advantest.   

As a combined company, Advantest and Verigy will have a more complete set of product solutions and the global scale and breadth to better meet customer demands in today’s rapidly changing markets. The combined company will have the ability to increase investments in innovation and remain a strong supplier to its customers, while offering enhanced long-term career opportunities for employees of both companies.

Strengths of the combined company will include:

(1) Highly Complementary Technology and Products     
 Building on Advantest's strength in memory semiconductor test systems and mass production lines and Verigy's strength in non-memory semiconductor test systems and R&D, the companies expect to drive technological innovation in the broader field of automated semiconductor test equipment.  The combined company will also work to enhance growth and profitability by reallocating resources currently devoted to areas of duplicative research and development, with a goal of accelerating the company's combined technical capabilities and developing new business.

(2) Improved Customer Offerings
The combined company will have a wide and comprehensive range of products, which will enable it to provide customers with the most advanced portfolio of test solutions, improved test efficiency and reduced cost.  Expanding the scale of operations is also expected to enhance the combined company’s ability to provide long-term and consistent service to customers.

(3) Global Business Development
Through the combination of Advantest and Verigy, the combined company expects to accelerate its globalization efforts by leveraging its combined workforce on a global scale.

"Through the acquisition of Verigy, we will be able to offer stronger product lines to our diversified customer base in both Memory and SOC, and we will be well positioned to become a global leader in those fields,” said Haruo Matsuno, Advantest President and Chief Executive Officer. "With this acquisition, Advantest will benefit greatly from Verigy's technology development capabilities  and technical talent which support its proven technologies on a global scale.  The acquisition will allow us to better and more timely respond to customer needs in the ATE business. In addition, we will actively promote the efficiency of the operations by reallocating resources made available through synergies in new businesses. Both companies share a common 'DNA' based on measurement technologies, and I look forward to making significant advances in developing new businesses.  We believe that this transaction will deliver significant value to both companies’ customers, employees and shareholders."  

“We are pleased to have reached an agreement with Advantest that delivers meaningful value to our shareholders, provides our dedicated employees with the opportunity to play an important role in the future of the combined company, and which we believe is in the best interest of our company and all of our stakeholders,” said Jorge Titinger, Verigy President and Chief Executive Officer.  “As a combined company, we will offer a broader and more innovative range of products and maintain the financial strength to navigate through a rapidly changing industry environment.  We are excited about the possibilities this combination presents and look forward to working together to provide significant benefits to our customers and employees.”

The transaction will be structured as a scheme of arrangement under Singapore law, and is subject to the approval of Verigy shareholders  as well as other customary conditions, including approvals from relevant regulatory authorities and the Singapore Court.  As previously announced by Verigy, the Department of Justice (DOJ) issued a second request in connection with the transaction.  Both companies and their advisors are working closely with the DOJ to comply with the second request expeditiously.

GCA Savvian Advisors, LLC is acting as financial advisor to Advantest.  Skadden, Arps, Slate, Meagher & Flom LLP is acting as Advantest's legal counsel and Stamford Law Corporation is acting as Advantest's Singapore counsel.

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.

About Advantest
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.     
  
About Verigy
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.