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Additional Information
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 LTX’s
directors and executive officers is contained in LTX’s 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, LTX’s directors and
executive officers beneficially owned approximately 4,201,725
shares, or 6.7%,
of LTX’s common stock. Information regarding Credence’s directors and executive officers is
contained in Credence’s 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, Credence’s directors and executive
officers beneficially owned approximately 1,348,090 shares, or 1.3%,
of
Credence’s 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. In connection with the
transaction, each of Mr. Lev and Mr. Eichler has entered into a Transition Services
Agreement with Credence
pursuant to which they have agreed to accept new
positions with Credence, and perform certain transition
services for Credence,
for a period of six months following the closing of the transaction in exchange for
certain salary, bonus, acceleration of equity-based awards and other
compensation.
A more complete description will be available in the Registration
Statement and the Joint Proxy
Statement/Prospectus.
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