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Advantest Completes Acquisition of Verigy Shares


Verigy now a wholly-owned subsidiary of Advantest

TOKYO, Japan - Advantest Corporation (TSE: 6857, NYSE: ATE) is pleased to announce that all the conditions for its acquisition of Verigy (NASDAQ: VRGY), including regulatory approval and the approval of Verigy’s shareholders, have been met. Advantest has consequently completed its acquisition of all outstanding Verigy ordinary shares for US$15.00 per share in cash. The total acquisition price is approximately US$1.1 billion [approximately ¥90.9 billion (based on the exchange rate US$1 = ¥81)].
* This amount includes the amount of the convertible notes to be repaid by Verigy Ltd.

Verigy will henceforth be operated as a wholly-owned subsidiary of Advantest.
The integration process will transform the Advantest Group into the largest company in the semiconductor test equipment sector, with annual sales, based on last year’s figures, of $1.7 billion, a market share of over 40%, and 4,900 employees in 21 countries worldwide, including R&D centers in Japan, the U.S., and Europe.

Verigy’s origins in the test and measurement division of Hewlett-Packard, an American tech industry giant founded in 1939, have endowed it with a rich stock of cutting-edge solutions for semiconductor design verification and evaluation. By merging Verigy into its operations, the Advantest Group, which holds a dominant share in tools for memory test and volume production, has boosted its presence in the non-memory test and R&D markets where Verigy has traditionally been strong. Geographically, Advantest’s strong presence in Japan and Asia will now be combined with Verigy’s reach in North America and Europe, generating market share gains. The two companies’ complementary strengths in products, customer base, R&D, sales, and service will provide a significant lift to the combined company’s competitiveness in the global market.

To maximize these new synergies, Advantest has launched a new Strategic Business Unit which will take responsibility for reinforcing marketing efforts, technology integration, and offering optimal solutions to customers. Through the integration process, the new unit will devise detailed business strategies and implement them promptly.

As a leading company in the semiconductor test equipment industry, the Advantest Group will strive to deliver increased corporate value through further enhancement of technology, service, and customer satisfaction. Utilizing its expanded resources, the company will not limit itself to the semiconductor test equipment industry, but will move forward proactively into new markets including health care, environmental technologies, and energy.

Note: All information supplied in this release is correct at the time of publication, but may be subject to change.


Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that may be deemed to be 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 Advantest, Verigy and their respective Boards of Directors’ 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 these statements. These statements include statements regarding the anticipated benefits and values of the transaction to customers, Advantest shareholders and employees, and the expected strengths of the combined company. 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. Additionally, the following factors, among others, could cause actual results to differ materially from the forward-looking statements: the challenges and costs of integrating, restructuring and achieving anticipated synergies from the Advantest and Verigy transaction; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Advantest and Verigy generally, including those set forth in the filings of Advantest and Verigy with the SEC, especially in the “Risk Factors” section of Advantest’s annual reports on Form 20-F and its Report of Foreign Private Issuer on Form 6-K and the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Verigy’s annual reports on Form 10-K and quarterly reports on Form 10-Q and its current reports on Form 8-K, as well as other SEC filings. Advantest and Verigy 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 press release.


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