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April
15, 2011
Cautionary Statement Regarding Forward-Looking Statements
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This presentation contains statements that may be deemed to be forward-looking
statements within the meaning
of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are
based on Advantest, Verigy and their
respective Boards of Directors’ current expectations and beliefs and are
subject to a
number of factors and uncertainties that could cause actual results to differ materially from those
described in these statements. These statements include statements regarding the expected benefits
and costs
of the transaction, the plans, strategies and objectives of management for future
operations, and the expected
closing of the proposed transaction. Any statements that
are not statements of historical fact (including
statements containing the words
“believes,” “should,” “plans,” “anticipates,” “expects,” “estimates” and similar
expressions) should also be considered to be forward-looking statements. These statements are not
guarantees
of future performance, involve certain risks, uncertainties and assumptions that
are difficult to predict, and are
based upon assumptions as to future events that may not
prove accurate. Therefore, actual outcomes and
results may differ materially from what
is expressed herein. The following factors, among others, could cause
actual results to
differ materially from those described in any forward-looking statements: failure of the Verigy
shareholders to approve the proposed transaction; failure of the parties to obtain required antitrust
clearances or
required third party consents or to satisfy other conditions to closing; the
challenges and costs of closing,
integrating, restructuring and achieving anticipated
synergies from the Advantest and Verigy transaction; the
ability to retain key employees; and
other economic, business, competitive, and/or regulatory factors affecting
the businesses of
Advantest and Verigy generally, including those set forth in the filings of Advantest and Verigy
with the SEC, especially in the “Risk Factors” section of Advantest’s annual reports
on Form 20-F and its Report
of Foreign Private Issuer on Form 6-K, and the “Risk
Factors” and “Management’s Discussion and Analysis of
Financial Condition and
Results of Operations” sections of Verigy’s annual reports on Form 10-K and quarterly
reports on Form 10-Q and its current reports on Form 8-K, as well as other SEC filings.
Advantest and Verigy
are under no obligation to (and expressly disclaim any such obligation
to) update or alter any forward-looking
statements as a result of developments occurring
after the date of this presentation.
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