Combining Strengths

The strategic merger of LTX and Credence

LTX Employee Meeting

23 June 2008

Filed

by

LTX

Corporation

pursuant

to

Rule

425

under

the

Securities

Act

of

1933

and

deemed

filed

pursuant

to

Rule

14a-12

of

the

Securities

Exchange

Act

of

1934

Subject

Company:

Credence

Systems

Corporation

Commission

File

No.:

000-22366

The

following

presentation

was

first

made

available

by

LTX

Corporation

to

its

employees

on

June

23,

2008.

LTX Confidential -

2

The strategic merger of LTX and Credence

Key Details

•

Definitive

agreement

for

strategic

merger

-

June

23,

2008

•

Merger will create a new test company

•

Subject to customary regulatory/stockholder approvals

•

Transaction expected to close by September 30, 2008

•

Separate

companies

until

closing

-

remain

competitors

-

No

joint

sales,

marketing,

engineering,

roadmap

or

other

activities

LTX Confidential -

3

The rationale for the merger

From an LTX Perspective

•

Complementary products and customers that expand our reach

•

Limited customer overlap

•

Strong technologies and R&D, for a comprehensive roadmap

•

Strong support structure, especially in Asia

•

Expands our role with key subcontractors

•

Creates a larger company, increasing our impact

•

Significant cost savings, ability to build a financially stronger

company

LTX Confidential -

4

Complementary Customer List

LTX

Credence

LTX Confidential -

5

Creating a new test company

Our Vision

To create a leading provider of focused, cost-optimized solutions,

enabling customers to implement best in class test strategies to

maximize their profitability

Our Leadership

Dave Tacelli (LTX) –

President and CEO

Mark Gallenberger (LTX) –

CFO

Lavi Lev (Credence) –

Executive Chairman

Board: LTX (5) & Credence (4)

Our Markets

Wireless, Computing, Automotive, Entertainment

Our Technologies

RF wireless & digital signal processing techniques,

power management, high performance analog,

low cost, high-density digital

LTX Confidential -

6

Providing direct customer advantages

Products

•

Focused, cost-optimized solutions

•

Broader, more comprehensive portfolio of proven technologies

•

Extensive deployment of systems in Asia

Roadmap

•

Driven by customers’

operational test requirements

•

Focused on cost effective testing regardless of test strategy

•

Leverages proven R&D experience and technologies

Support

•

Broader, strategically deployed global network

•

Enhanced local applications and support resources

•

Significantly expanded presence in Asia

Strength

•

Experienced, customer-focused leadership team

•

Size and scope necessary to provide comprehensive solutions

•

Broad range of leading customers in all target market segments

LTX Confidential -

7

Who are Credence

•

Founded:

1978

•

Corporate HQ:

Milpitas, CA

•

Employees:

1,086

•

FY07 Revenue:

$461M

•

FY08 Q3 Results:

Revenue $68.2M / net loss ($18.9M)

•

Outsource partners:

Benchmark & Plexus

•

Mfg Outsourcing:

80% by end of 2008

•

Strategic Customers:

AMD, STMicroelectronics, MediaTek

LTX Confidential -

8

Credence Products

ASL

Diamond

Sapphire

LTX Confidential -

9

Why is this good for you?

•

Provides greater opportunities for your growth and development

–

Scale of business

•

Increases our financial strength and profitability

–

Consistent profit sharing

•

Greater customer diversify will add to stability

–

Less reliance on any one customer

LTX Confidential -

10

•

August 1, 2008 pay increases will take place as planned

•

Benefit packages expected to remain the same throughout

CY2008

•

Profit sharing plan continues until closing

•

Moving forward

–

An HR integration team consisting of representatives of both

companies will review all benefit plans and will create a roadmap to

bring everyone under the same program

Salary & Benefits

LTX Confidential -

11

•

Facilities consolidation

–

In many locations we have duplicate facilities

»

15 overlap office

–

After closing integration team will work diligently to consolidate

–

Consolidation to begin shortly after closing

•

People

–

Viewed as a critical asset to both companies

–

Cost savings

will need to be realized

–

Committed to a thoughtful, but timely plan

–

Anticipate communicating structure shortly after closing

Facilities & People

LTX Confidential -

12

•

We are committed to actively sharing as much as we can

–

Employee meetings & emails

•

Inside LTX –

Merger Page

–

Key messages

–

FAQs

–

Credence background information

–

Brief customer communication (more on SMP)

•

We are committed to making the integration and merger as

seamless as possible for you

Employee Communication

LTX Confidential -

13

•

Continue to:

–

Operate and compete as separate companies

–

Support and satisfy our customers

–

Push forward on our projects

•

Do not:

–

Lose focus on what we have been doing that has made us successful

–

Speculate about the merger or communicate any non-public

information

–

Discuss the merger (especially the media, analysts or investors)

•

Do address any questions to your manager and/or HR

•

Support integration planning activities as called upon by your manager

Business As Usual

LTX Confidential -

14

to create a leading provider of  focused, cost-optimized solutions,

enabling customers to implement best in class test strategies

to maximize their profitability.

Thank you for your support, involvement and

patience as we create our new company

LTX Confidential -

15

Safe Harbor for Forward-Looking Statements

Statements in this presentation regarding the proposed transaction between LTX and Credence, including the terms of the

agreement and the tax-free, all-stock nature of the transaction, the belief that the combined strengths of the two companies will

create a leading provider of focused, cost-optimized solutions designed to enable customers to implement best-in-class test

strategies to maximize their profitability, the new company’s ability to address broad market segments, the increased presence in

the Asia-Pacific region, the establishment of a global network of applications and resources, the continuation of current

employees

and

directors

with

the

new

company,

the

belief

that

the

combined

strengths

of

the

companies’

expertise

and

product

portfolio

will

benefit

customers,

the

creation

of

a

test

company

with

the

financial

strength,

growth

opportunities,

critical

mass, and

operational efficiency to lead the industry, the expectation that the combination will drive efficiencies associated with operating a

larger business, and the anticipation of saving approximately $25 million at the end of the integration period, the expectation that

the merger

will

be

accretive

within

12

months, the

expected

timetable

for

completing

the

transaction

and

any

other

statements

about

LTX

or

Credence

managements’

future

expectations,

beliefs,

goals,

plans

or

prospects

constitute

forward–looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of

historical

fact

(including

statements

containing

“believes,”

“anticipates,”

“plans,”

“expects,”

“may,”

“will,”

“would,”

“intends,”

“estimates”

and similar expressions) should also be considered to be forward–looking statements.  There are a number of

important factors that could cause actual results or events to differ materially from those indicated by such forward–looking

statements, including:  the ability to consummate the transaction, the ability to successfully integrate LTX’s and Credence’s

operations and employees; the ability to realize anticipated synergies and cost savings; the risk of fluctuations in sales and

operating results; risks related to the timely development of new products, options and software applications and the other

factors described in LTX’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007 and Credence’s Annual Report on

Form 10–K for the fiscal year ended November 3, 2007 and their most recent Quarterly Reports on Form 10-Q each filed with the

SEC.  LTX and Credence disclaim any intention or obligation to update any forward–looking statements as a result of

developments occurring after the date of this presentation.

Safe Harbor for Forward-Looking Statements

LTX Confidential -

16

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

LTX plans to file with the SEC a Registration Statement on Form

S–4

in connection with the transaction and LTX and Credence plan to file

with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The

Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about LTX, Credence, the transaction

and related matters. Investors and security holders are urged to read the Registration Statement and the Joint Proxy

Statement/Prospectus carefully when they are available.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and

other documents filed with the SEC by LTX and Credence through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy

Statement/Prospectus when they are available from LTX by contacting Mark Gallenberger at mark_gallenberger@ltx.com, or 781-467-5417

or

from

Credence

by

contacting

Brenda

Ropoulos

at

brenda_ropoulos@credence.com,

or

408-635-4309.

LTX

and

Credence,

and

their

respective

directors

and

executive

officers,

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

respect of the transactions contemplated by the merger agreement.  Information regarding LTX’s directors and executive officers is

contained in LTX’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007 and its proxy statement dated November 6, 2007,

which are filed with the SEC.  As of June 16, 2008, LTX’s directors and executive officers beneficially owned approximately 4,201,725

shares, or 6.7%, of LTX’s common stock.  Information regarding Credence’s directors and executive officers is contained in Credence’s

Annual Report on Form 10-K for the fiscal year ended November 3, 2007, its proxy statement dated March 7, 2008, its Current Reports on

Form 8-K filed on April 18, 2008, May 1, 2008, June 10, 2008, and June 17, 2008, and its Form 4 filed on April 29, 2008, which are filed with

the SEC.  As of June 16, 2008, Credence’s directors and executive officers beneficially owned approximately 1,348,090 shares, or 1.3%, of

Credence’s

common

stock.

In

connection

with

the

transaction,

Mr.

Tacelli

has

agreed

that

the

transaction

will

not

constitute

a

change

of

control for purposes of his Change-of-Control Employment Agreement dated March 2, 1998 and Mr. Gallenberger has agreed that the

transaction

will

not

constitute

a

change

of

control

for

purposes

of

his

Change-of-Control

Employment

Agreement

dated

October

2,

2000. In

connection

with

the

transaction,

each

of

Mr.

Lev

and

Mr.

Eichler

has

entered

into

a

Transition

Services

Agreement

with

Credence pursuant

to which

they

have

agreed

to

accept

new

positions

with

Credence,

and

perform

certain

transition

services

for

Credence,

for

a

period of six

months following the closing of the transaction in exchange for certain salary, bonus, acceleration of equity-based awards and other

compensation.

A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC