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Credence Completes Acquisition of NPTest Holding Corporation
MILPITAS, Calif., May 28 /PRNewswire-FirstCall/ -- Credence Systems
Corporation (NASDAQ:CMOS), a leading provider of design-to-test solutions for
the worldwide semiconductor industry, today announced that it has completed its
acquisition of NPTest Holding Corporation (NASDAQ:NPTT), a leading provider of
test and diagnostic products. The acquisition was approved by a vote of
Credence and NPTest stockholders, held on May 27, 2004. Over 91 percent of
Credence's shares present and voting at the Credence stockholders' meeting
voted in favor of the acquisition and over 99 percent of NPTest's shares
present and voting at the NPTest stockholders' meeting voted in favor of the
acquisition. As a result of the acquisition, the NPTest ticker symbol will be
removed from its Nasdaq listing after close of market today.
Credence has acquired all of the outstanding common stock of NPTest in a
combined stock and cash transaction. Each share of NPTest common stock
outstanding was converted, directly or indirectly, into the right to receive
0.80 of a share of Credence common stock and $5.75 in cash. All outstanding
options to purchase NPTest common stock were automatically converted into
approximately 4.1 million options to purchase Credence common stock.
"By applying innovative technology to lower the cost-of-test, our expanded
design-to-test product portfolio delivers performance and economic advantages
to a growing semiconductor market," said Dr. Graham Siddall, Credence's
chairman and chief executive officer. "We are now able to address a more
diversified customer base with highly synergistic solutions from debug,
validation and characterization to high volume production test. Additionally,
we will continue to build upon the service record that has earned us top honors
with customers over the last several years. We believe the company is solidly
positioned, and we are excited about the opportunities ahead as business
conditions continue to improve."
"We are creating a company that provides compelling advantages to our
customers," said Ashok Belani, formerly president and chief executive officer
of NPTest, who today assumes the role of vice chairman of Credence's board of
directors. "The combination of Credence and NPTest sales, distribution and
support organizations has created a wider, more responsive infrastructure that
can quickly and effectively bring the benefits of our technology to more
customers. This is one of those rare instances where one plus one is greater
than two."
In connection with the transaction, Mr. Belani and Dipanjan Deb will join
Credence's board of directors. Mr. Brett Hooper will join Credence's executive
management as senior vice president, Human Resources. Mr. Belani and Mr.
Hooper have informed Credence that they have adopted asset diversification
plans and presently intend to sell a portion of their shares of Credence common
stock following the closing of the transaction in accordance with these plans.
Conference Call
A conference call will be held on Tuesday, June 1, at 2:00 p.m. PDT to discuss
this transaction. Participants will include Dr. Graham Siddall, chairman and
chief executive officer; Ashok Belani, vice chairman, and John Detwiler, senior
vice president and chief financial officer. Credence is also scheduled to
present at the Smith Barney Semiconductor Conference on June 2, 2004 in
Monterey, California and at the Bear Stearns Technology Conference on June 15,
2004 in New York City, New York.
The call-in numbers are:
-- Domestic: 1-800-299-7635 Passcode: 74822576
-- International: 1-617-786-2901 Passcode: 74822576
The replay number is:
-- Domestic: 1-888-286-8010 Passcode: 87115776
-- International: 1-617-801-6888 Passcode: 87115776
Please call ten minutes prior to the scheduled start time. The replay runs
through June 18, 2004, 8:00 p.m. PDT.
The conference call will also be broadcast simultaneously over the Internet.
Please visit http://www.credence.com/ to access the call.
About Credence
Credence Systems Corporation is the industry's leading provider of
design-to-test solutions for the global semiconductor industry. With a
commitment to applying innovative technology to lower the cost-of-test,
Credence delivers competitive cost and performance advantages to integrated
device manufacturers (IDMs), wafer foundries, outsource assembly and test
(OSAT) suppliers and fabless chip companies worldwide. A global, ISO 9001-
certified company with a presence in 20 countries, Credence is headquartered in
Milpitas, California. More information is available at
http://www.credence.com/ .
About NPTest
NPTest designs, develops and manufactures advanced semiconductor test and
diagnostic systems and provides related services for the semiconductor
industry. NPTest customers include integrated device manufacturers, foundries,
fabless companies and assembly and test subcontractors worldwide. NPTest
products and services enable companies to bring their increasingly complex
integrated circuits, or ICs, to market faster at lower cost and without
compromising IC quality. The NPTest business traces its history back to 1965
when Fairchild Semiconductor established an automated test equipment division.
NPTest is headquartered in San Jose, California, USA. Additional information is
available at http://www.nptest.com/.
Forward-Looking Statements
This document contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
For example, statements regarding the expanded design-to-test portfolio, the
ability to address a more diversified customer base, continuing to build a
service record, the company being solidly positioned and opportunities ahead as
business conditions improve, the compelling advantages to customers, the
creation of a wider, more responsive infrastructure and the statement that this
is one of the rare instances where one plus one is greater than two are all
forward-looking statements. Risks, uncertainties and assumptions include: the
risk that the benefits of Credence's acquisition of NPTest will not be achieved
or will take longer than expected; and other risks that are from time to time
in Credence and NPTest's Securities and Exchange Commission reports (including
but not limited to Credence's Form 10-Q for the quarter ended January 31, 2004,
NPTest's quarterly report on Form 10-Q for the quarter ended March 31, 2004,
Credence's Form S-4 filed on March 29, 2004, and subsequently filed reports).
If any of these risks or uncertainties materializes or any of these assumptions
proves incorrect, Credence's results could differ materially from Credence's
expectations in these statements. Credence assumes no obligation, and does not
intend, to update these forward-looking statements.
NOTE: Credence is a registered trademark, and Credence Systems is a trademark
of Credence Systems Corporation. Other trademarks that may be mentioned in this
release are the intellectual property of their respective owners.
CONTACT: media, Judy Dale, Sr. Director, Marketing Communications,
+1-408-635-4309 or fax, +1-408-635-4986, or ; or investors, Colin Ritchie, Sr.
Director, Investor Relations, +1-408-635-4953, or fax, +1-408-635-4986, or ,
both of Credence Systems Corporation.
DATASOURCE: Credence Systems Corporation
CONTACT: media, Judy Dale, Sr. Director, Marketing Communications,
+1-408-635-4309 or fax, +1-408-635-4986, or ; or
investors, Colin Ritchie, Sr. Director, Investor Relations, +1-408-635-4953,
or fax, +1-408-635-4986, or , both of Credence
Systems Corporation
Web site: http://www.nptest.com/
Web site: http://www.credence.com/