Ltx Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
2008年6月24日 - 6:28AM
Edgar (US Regulatory)
Filed Pursuant to Rule 425
Filing Person: Credence Systems Corporation
Commission File No.: 000-22366
Subject Company: LTX Corporation
Commission
File No.: 000-10761
LTX-Credence Corp Key Messaging Framework
Document Purpose
This document provides the
key messages to be used as the basis for all communications to all audiences regarding the LTX/Credence merger. Additional information on focusing these key messages for various audiences will be provided as appropriate.
Background
For several years, it has been commonplace to hear that consolidation in the ATE industry is needed. Both LTX and Credence have each been considering the possibilities.
It has become clear to both organizations that by combining their respective strengths, they could build a financially stronger company that could better service the worldwide semiconductor test market and increase stockholder value.
Quick Facts
General
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LTX and Credence have entered into a definitive agreement to combine the two companies in a tax-free, all-stock merger of equals, as announced publicly on
June 22, 2008.
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LTX and Credence management are developing plans to integrate the companies to build a next generation test company.
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Organization
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The Executive Chairman of the combined company for a transitional period following the merger will be Lavi Lev, the current President and CEO of Credence.
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The CEO of the combined company will be David Tacelli, the current CEO and President of LTX.
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The CFO of the combined company will be Mark Gallenberger, the current CFO and Vice President of LTX.
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The current CFO of Credence, Casey Eichler, has agreed to stay with the combined company through a transition period.
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The board of directors of the combined company will include five directors designated by LTX (including Tacelli), and four directors designated by Credence
(including Lev).
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Term
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Credence stockholders will receive shares of LTX common stock based on an exchange ratio that will be determined at the closing of the merger to cause Credence
stockholders to own 50.02% of the outstanding shares of the combined company and LTX stockholders to own 49.98% of the outstanding shares of the combined company. . If the exchange ratio was calculated based on shares outstanding as of June 20,
2008, each outstanding share of Credence common stock would be converted into approximately 0.6133 shares of LTX common stock in the transaction.
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The merger is subject to approval by both companies stockholders, as well as the satisfaction of customary closing conditions and regulatory approvals.
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The boards of directors of both companies have unanimously approved the agreement and recommend their stockholders vote in favor of it.
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Pending regulatory approval, the companies expect the transaction to be completed by the end of September 2008.
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Financial Performance
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At the end of the integration period, it is expected the combination will drive efficiencies associated with operating a larger business, with anticipate annual
cost savings of approximately $25 million.
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LTX/Credence CONFIDENTIAL
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Page 1 of 5
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LTX-Credence Corp Key Messaging Framework
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The transaction is expected to be accretive on a non-GAAP basis, excluding restructuring charges, within 12 months of combined operations and realization of the
cost savings.
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Messaging at a Glance
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Overall Message:
Combining strengths to create a leading provider of focused, cost-optimized solutions enabling customers to implement best in class test strategies to maximize their
profitability.
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The new company will address the broad, divergent test
requirements of the wireless, computing, automotive and entertainment market segments.
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Focus on cost optimized test solutions
Rapid time to volume deployments {time to test}
Proven test
technology available now
Broad, intelligent deployment of support resources and infrastructure
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Wireless, Computing, Automotive and Entertainment:
Market
Dynamics
Products such as portable computing, portable media players, gaming, DVR, HDTV,
mobile phones, in-car information, entertainment and GPS
Utilizing a mix of key technologies such as power management, RF wireless, audio, video and processors
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Supporting Point 1:
Company
Built to address the new dynamics of consumer-driven market segments
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Supporting Point 2:
Products
Deliver a comprehensive, cost-
optimized product portfolio and roadmap
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Supporting Point 3:
Support
Provide broad, intelligently deployed support resources and infrastructure
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An extended description of each of these supporting points is provided on the following pages.
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Supporting Point 4:
Stockholder Value
Structured for consistently strong financial performance in consumer-driven market segments
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Supporting Point 1: Company
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Built to address the new dynamics of consumer-driven market segments
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Strong leadership
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Critical mass
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Lean operations & financial stability
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Experienced executive team with a proven track record in
building profitable ATE organizations in volatile market conditions
BOD focused and aligned with new company dynamics and support requirements. Committed to full integration and smooth transition.
Experienced
employee base with proven knowledge and abilities to solve critical consumer electronics test challenges
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Size and scope necessary to provide comprehensive solutions
to our customers
Bringing together two of the industrys most highly skilled and experienced R&D teams, under a common focus and direction
Leverage the
breadth of technology expertise to expand our portfolio and reduce our investment costs
Increased levels of local support resources and infrastructure
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Accelerates customer diversity (installed base) with
significant revenue beyond each companys #1 customer
Both companies have been focused on building successful business models
Accelerates drive to the next level of a lean organization by maximizing
outsourcing, maintaining low SG&A, and minimizing break even levels
Efficient, simplified supply chain
Results driven for superior financial performance, and profitability across
cycles
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LTX/Credence CONFIDENTIAL
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Page 2 of 5
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LTX-Credence Corp Key Messaging Framework
Supporting Point 2: Products
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Deliver a comprehensive, cost-optimized product portfolio and roadmap
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Established products
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Investment protection
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Cost focused roadmap development
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Recognized leadership in cost effective deployment of
critical test technologies, including:
RF wireless and digital signal processing techniques
Power management
High performance
analog
Low cost, high-density digital
Software usability and performance
Largest deployment in Asia of any test supplier, at locations including indigenous suppliers and OSAT providers
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Combined portfolio with minimal product and
applications overlap
Maintains and enhances investment protection of installed base while extending the total range of applications, products and price points
Management focus on intelligent integration of product lines for customer benefit
Driven by customer test requirements, the products would grow closer and
merge over a period of years
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Based on a comprehensive understanding of test in a
cost sensitive market
Innovative test products and techniques that enable the most cost effective testing of all consumer electronics application types, regardless of test strategy
Leverages leadership in critical technologies
Significant R&D efficiencies so that each new technology is only
developed one time
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Supporting Point 3: Support
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Provide broad, intelligently deployed support resources and infrastructure
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Continuity of existing relationships
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Development support to reduce time to production test release
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Local manufacturing support
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Certified third-party support network
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Minimal overlap in customers and market
segments
Where customers are shared, applications often differ
New company will maintain continuity of all customer sales, service and
support relationships
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Large applications team strategically located across
North America, Europe and Asia
Dedicated to enabling rapid application development and release of customer devices
Broad skill set optimized for consumer electronics market
Established software tools with broad user base
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Expanded resources and infrastructure located and
managed in Asia
Dedicated technical support teams for on-site manufacturing support
Enhanced regional spares and logistics support centers
Broad
range of support programs for operational efficiency
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Established and experienced local sales and
support specialists
Dedicated repair infrastructure and specialists
Long term relationships with legacy ATE providers for uninterrupted product
sales, support and enhancements
Regional applications providers
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Supporting Point 4: Stockholder Value
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Structured for consistently strong financial performance in consumer-driven market segments
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Additional information on stockholder
value included in investor relations materials.
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LTX/Credence CONFIDENTIAL
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Page 3 of 5
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LTX-Credence Corp Key Messaging Framework
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 LTXs directors and executive officers is contained in LTXs 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, LTXs directors and executive officers beneficially owned approximately 4,201,725 shares, or 6.7%, of LTXs common stock. Information regarding
Credences directors and executive officers is contained in Credences 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, Credences directors and executive officers
beneficially owned approximately 1,348,090 shares, or 1.3%, of Credences 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.
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LTX/Credence CONFIDENTIAL
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Page 4 of 5
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LTX-Credence Corp Key Messaging Framework
A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document
regarding the proposed transaction between LTX and Credence, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company 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 LTXs and Credences operations and employees; the ability to realize anticipates 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 LTXs Annual Report on Form 10-K for the fiscal year ended
July 31, 2007 and Credences 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 press release.
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LTX/Credence CONFIDENTIAL
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Page 5 of 5
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Ltx (NASDAQ:LTXX)
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Ltx (NASDAQ:LTXX)
過去 株価チャート
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