Nptest (NASDAQ:NPTT)
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Credence and NPTest Announce Expiration of Hart-Scott-Rodino
Waiting Period
MILPITAS, Calif. and SAN JOSE, Calif., April 12 /PRNewswire-FirstCall/ --
Credence Systems Corporation and NPTest Holding Corporation today announced
that the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
waiting period has expired with respect to the proposed merger.
The termination of this waiting period satisfies one of the conditions for
Credence's acquisition of NPTest. The acquisition remains subject to other
customary closing conditions, including approval by Credence's and NPTest's
stockholders.
Credence expects to hold its special meeting of stockholders on May 27, 2004 to
consider and approve the issuance of Credence securities in connection with the
previously announced merger agreement pursuant to which Credence would acquire
NPTest.
NPTest expects to hold its special meeting of stockholders on May 27, 2004 to
consider and approve the previously announced merger agreement pursuant to which
NPTest would be acquired by Credence.
About Credence
Credence Systems Corporation is changing the future of semiconductor production
by integrating test solutions throughout the design, validation and production
processes. A leader in the manufacture of automated test equipment (ATE) for the
global semiconductor industry, Credence offers a wide range of systems for the
test of analog, digital, non-volatile memory, mixed-signal, SoC, and wireless
semiconductor devices typical in today's automobile, portable computing,
consumer and communications products. Credence and its subsidiaries also provide
test program development and debug software, engineering validation test
solutions, and advanced photon probing technology that enable faster
time-to-market with lower total cost-of-test. Headquartered in Milpitas,
California, Credence is an ISO 9001 certified manufacturer and maintains
advanced production and design facilities in Hillsboro, Oregon. 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 acquisition of NPTest by Credence and the
proposed date of the stockholders meetings are all forward-looking statements.
Risks, uncertainties and assumptions include: possible adjournment or
postponement of the stockholders meetings; failure to satisfy conditions to
closing of the merger, including receipt of Credence stockholder approval and
NPTest stockholder approval; 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 described from time to time in Credence's 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 annual
report on Form 10-K for the year ended December 31, 2003, 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 or NPTest's results could differ materially from Credence's or
NPTest's expectations in these statements. Credence and NPTest assume no
obligation, and do not intend to update these forward-looking statements.
Additional Information and Where to Find It
Credence and NPTest have filed a joint proxy statement/prospectus with the SEC
in connection with the proposed merger. Investors and security holders are urged
to read the joint proxy statement/prospectus and any other relevant documents
filed with the SEC because they will contain important information. Investors
and security holders will be able to obtain these documents free of charge at
the website maintained by the SEC at http://www.sec.gov/. In addition, documents
filed with the SEC by Credence are available free of charge by contacting John
R. Detwiler, 1421 California Circle, Milpitas, California 95035, (408) 635-4300,
and documents filed with the SEC by NPTest are available free of charge by
contacting NPTest Investor Relations, 150 BaytechDrive, San Jose, California
95134, 408-586-8200.
Participants in Solicitation
Credence and NPTest, and their respective directors, executive officers and
other possible employees and advisors, may be deemed to be participants in the
solicitation of proxies from the stockholders of Credence and NPTest in
connection with the merger and related items. Information regarding the
directors and executive officers of Credence and their ownership of Credence
shares is set forth in the joint proxy statement/prospectus. Information
regarding the directors and executive officers of NPTest and their ownership of
NPTest stock is also set forth in the joint proxy statement/prospectus.
Investors may obtain additional information regarding the interests of those
participants by reading the joint proxy statement/prospectus.
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: Judy Dale, Senior Director, Marketing Communications of Credence
Systems Corporation, +1-408-635-4309 or fax, +1-408-635-4986, or ; or Colin
Ritchie, Director, Investor Relations of NPTest Corporation, +1-408-586-6740 or
fax, +1-408-586-4684, or .
DATASOURCE: Credence Systems Corporation
CONTACT: Judy Dale, Senior Director, Marketing Communications of
Credence Systems Corporation, +1-408-635-4309 or fax, +1-408-635-4986, or
; or Colin Ritchie, Director, Investor Relations of
NPTest Corporation, +1-408-586-6740 or fax, +1-408-586-4684, or
Web site: http://www.nptest.com/
Web site: http://www.credence.com/