SOURCE: Brower Piven, A Professional Corporation

January 05, 2011 18:15 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of LTX-Credence Corporation by Verigy Ltd.

STEVENSON, MD--(Marketwire - January 5, 2011) - Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the United States District Court for the District of Massachusetts on behalf of all shareholders of LTX-Credence Corporation ("LTX-Credence") (NASDAQ: LTXC). 

The claims asserted in the complaint arise from the proposed buyout ("Acquisition") of LTX-Credence by Verigy Ltd. ("Verigy"). On November 18, 2010, LTX-Credence and Verigy announced that they had entered into a definitive merger agreement ("Agreement"). According to the complaint, the Agreement allows for two possible scenarios to complete the proposed acquisition: (1) a reorganization whereby both Verigy and LTX-Credence will become wholly-owned subsidiaries of "Holdco"; or (2) a merger whereby LTX-Credence will become a wholly-owned subsidiary of Verigy. According to the complaint, pursuant to the terms of the Agreement, each share of LTX-Credence common stock will be converted into the right to receive 0.96 ordinary shares of either Verigy or Holdco, as the case may be. As stated in the complaint, immediately following the transaction, former LTX-Credence shareholders will own approximately 44% of the outstanding shares of either Verigy or Holdco, as the case may be, with the remainder owned by current Verigy shareholders. The complaint alleges that this proposed transaction significantly undervalues LTX-Credence's intrinsic value and its value to Verigy, which expects to realize substantial synergies as a result of the deal. According to the complaint, the Acquisition is expected to close in the first half of 2011.

The complaint alleges that the Acquisition is the product of a fundamentally flawed process that is designed to ensure that only Verigy has an opportunity to acquire the company. For example, the complaint states that Verigy received preclusive deal protection deceives in the Agreement that create a playing field that is unfairly tilted in favor of Verigy and effectively chills any potential auction process for LTX-Credence. According to the complaint, the LTX-Credence Board of Directors agreed to deliver the company to Verigy in order to secure material benefits for themselves as a result of the Acquisition, including the accelerated vesting and monetization of illiquid equity holdings in the company and change of control severance payments, which will provide tens of millions of dollars in gains to LTX-Credence's Board of Directors and members of its management.

If you are a current owner of shares of LTX-Credence, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at piven@browerpiven.com, by calling 410/415-6701, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles J. Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410/415-6701
    Email Contact