dfan14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant  £
Filed by a Party other than the Registrant  S

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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12

Verigy Ltd.
(Name of Registrant as Specified in Its Charter)

Advantest Corporation
(Name of Persons Filing Proxy Statement, if Other than Registrant)

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(1)
Title of each class of securities to which transaction applies:
     
 
(2)
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(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
(4)
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(5)
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May 26, 2011
ADVANTEST CORPORATION
Haruo Matsuno, Representative Director, President & CEO
Stock Code Number: 6857, TSE first section
Ticker Symbol: ATE, NYSE

CONTACT:
Hiroshi Nakamura
Managing Executive Officer &
Senior Vice President, Corporate Administration Group
Phone: +81-(0)3-3214-7500


Proxy Statement Disseminated to Verigy Shareholders
for their Decision on the Proposed Scheme of Arrangement

We refer to the press release "Acquisition of Shares of Verigy Ltd. (Whereby Verigy Ltd. is to Become a Wholly Owned Subsidiary of Advantest Corporation)" issued on March 28, 2011.  In connection therewith, Verigy Ltd. (“Verigy”) disseminated its proxy statement and documentation related to the proposed scheme of arrangement to Verigy shareholders on May 25, 2011 (U.S. time).

For the requisite shareholder approval for the proposed acquisition of Verigy by Advantest, Verigy’s shareholders will decide whether to authorize the scheme of arrangement at a meeting that was directed by the Singapore High Court to be convened at 10:00 a.m. on June 17, 2011 (U.S. Pacific Time) pursuant to the court order issued on May 19, 2011.

Please also note that Verigy disclosed on May 25, 2011 that it obtained consent from Agilent Technologies, Inc. to the proposed transaction, one of the conditions precedent to the transaction.