January 7, 2011 (FinancialWire) — Brower Piven announced 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 (LTXC – NASDAQ) (Approx. Market Cap US$ 365.2 Mil.). The claims asserted in the complaint arise from the proposed buyout LTX-Credence by Verigy, Ltd.

On November 18, 2010, LTX-Credence and Verigy announced that they had entered into a definitive merger agreement. According to the complaint, the agreement allows for two possible scenarios to complete the proposed acquisition: a reorganization whereby both Verigy and LTX-Credence will become wholly-owned subsidiaries of "Holdco"; or a merger whereby LTX-Credence will become a wholly-owned subsidiary of Verigy.

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.

Exchange Links: LTX-Credence Corp. (LTXC – NASDAQ)

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