425 1 d425.htm FILED PURSUANT TO RULE 425 Filed Pursuant to Rule 425
Verigy
and LTX-Credence Plan to Merge,
Creating a Top-Tier Provider of Semiconductor Test Solutions
and
and
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

For Internal Use Only
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;
expectations about the combined company’s leadership and board composition; expectations
about the global reach of the combined company; expectations about the ability of the combined
company to deliver significant value to 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.
Page 2

For Internal Use Only
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.

For Internal Use Only
Page 4
Today’s Topics
Merger Overview & Rationale
Market & Customer Coverage 
Financials 
What to Expect Moving Forward
Your Questions
Final Thoughts

For Internal Use Only
Page 5
A
New
Chapter
for
Verigy
…
Verigy
and
LTX-Credence
have
entered
into a definitive merger agreement
About
LTX-Credence:
formed by 2008 merger of LTX and Credence Systems
global provider of focused, cost-optimized ATE solutions
customer
base
includes
many
leading
IDMs,
fabless
companies, test
houses and subcontract manufacturers
products focus on key segments of wireless, entertainment, and
automotive
headquartered in Milpitas, California
~650 employees and presence in 15 countries
publicly traded on NASDAQ (“LTXC”)

For Internal Use Only
Page 6
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

For Internal Use Only
Page 7
Transaction Overview
Company Name
Transaction
Structure
Exchange Ratio
Closing Conditions
Closing
Ownership Split
Headquarters
Return of Capital
Synergies
Stock-for-stock tax-free exchange
0.96
Verigy
shares
per
LTX-Credence
share
Mutual shareholder approval, satisfaction of other customary
closing conditions, and regulatory approvals
First half of calendar 2011
Approximately
56%
Verigy
/
44%
LTX-Credence
Verigy
(will
retain
Verigy’s
existing
logo
and
ticker)
Worldwide: Singapore
North America: Cupertino, CA
Odd lot and share repurchase program
At least $25 million of annual synergies expected

For Internal Use Only
Page 8
Strong Leadership
CFO
Bob Nikl
Co-CEOs
Jorge Titinger
and David Tacelli
Management Team
To be finalized within roughly 90 days of
announcement
Integration Leader
Mark Gallenberger
Board Composition
Verigy
7; LTX-Credence 5
Keith Barnes
Chairman of the Board

For Internal Use Only
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 9

For Internal Use Only
CONFIDENTIAL DRAFT
Page 10
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

For Internal Use Only
Expanded Global Reach
Headquarters
Sales/Business Office
Manufacturing
Page 11

For Internal Use Only
Page 12
Expected Benefit to Employees
We will be bigger, stronger, better …
Enhanced Scope and Scale of Business
More opportunities for career growth and development
Increased Financial Strength
Share in financial success of the combined company
Broader Customer Base and More Diversified
Product Portfolio
Greater stability in an often volatile industry

For Internal Use Only
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 13
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

For Internal Use Only
Page 14
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

For Internal Use Only
Page 15
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

For Internal Use Only
Complementary Products & Market
Segments
Digital SOC
Analog SOC
Mixed-Signal
Memory
Page 16

For Internal Use Only
Page 17
Complementary Customer Base

For Internal Use Only
Page 18
(1) Includes $25 MM of operating synergies.
Attractive Financial Model
Illustrative; July ’10 Quarter Annualized (Non-GAAP)
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.

For Internal Use Only
Page 19
What to Expect –
Merger Process
Approval Period (business as usual until close)
Transaction subject to shareholder and regulatory approval as well
as customary closing conditions
Companies continue to operate as independent competitors
Continue to focus on meeting our commitments and delivering an
outstanding customer experience
Develop integration plans, but no changes made
More questions than answers
Post-Close Integration Period (~12 months)
When the merger closes, integration activities begin
Make decisions and take action as quickly as possible

For Internal Use Only
Page 20
What to Expect –
Employee Information
See FAQs
on www.Verigy.com
for More Topics
People
Both companies’
talented workforces are viewed as critical resources
Will develop an integration plan for maximizing synergies
across the board –
operational, product, footprint, people, etc.
Salary and Benefits
Annual Performance and Rewards Review continues as planned
Benefits remain unchanged through closing
HR integration team will create plan for the combined company’s
employee benefits, programs and processes
Site Consolidation
Will determine most appropriate and effective location footprint
for  
the combined company

For Internal Use Only
Your Questions
Page 21

For Internal Use Only
Page 22
Final Thoughts
Change can be both exciting and challenging
At times, you will have more questions than we have answers
Commitment to communication –
will communicate additional
information that we can share as soon as possible
Thank you
Thank you
–
your efforts and dedication enable us to
move strongly into this important new chapter of our company
Apart, Verigy
and LTX-Credence are good companies.
Together, we believe we can be
Great!

For Internal Use Only
Page 23
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.