8-KMaterial AgreementsExhibits & Filings

TERADYNE, INC 8-K Report, Material Agreement (Dec 13, 2007)

Filed December 13, 2007For Securities:TER

Summary

Teradyne, Inc. (TER) has announced a significant development through an 8-K filing on December 13, 2007, detailing an Agreement and Plan of Merger to acquire Nextest Systems Corporation. The acquisition will be executed through a tender offer by Teradyne's newly formed subsidiary, NAC Equipment Corporation, to purchase all outstanding Nextest shares at $20.00 per share in cash. Following the tender offer, a merger will occur, making Nextest a wholly owned subsidiary of Teradyne. This strategic move aims to expand Teradyne's market presence and product portfolio. Investors should note that the tender offer is subject to customary conditions, including a minimum tender threshold (at least a majority of Nextest shares), regulatory approvals (Hart-Scott-Rodino), and the absence of any material adverse effects on Nextest. The filing also includes important disclaimers regarding the representations and warranties within the merger agreement, emphasizing that these are contractual allocations of risk and not necessarily indicative of current facts for investor reliance.

Key Highlights

  • 1Teradyne, Inc. (TER) to acquire Nextest Systems Corporation (Nextest) via a tender offer.
  • 2The offer price is $20.00 per share in cash for all outstanding Nextest common stock.
  • 3The acquisition will be conducted through Teradyne's wholly owned subsidiary, NAC Equipment Corporation.
  • 4The transaction is structured as a tender offer followed by a merger, making Nextest a wholly owned subsidiary of Teradyne.
  • 5Key conditions for the tender offer include a minimum tender of a majority of Nextest shares and satisfaction of regulatory approvals (e.g., Hart-Scott-Rodino).
  • 6The agreement includes a "Top-Up Option" allowing Teradyne to reach 90% ownership if the minimum condition is met.
  • 7The filing emphasizes that the Merger Agreement's terms are for contractual risk allocation and not necessarily factual representations for investors.

Frequently Asked Questions

This 8-K filing announces Teradyne, Inc.'s entry into a material definitive agreement to acquire Nextest Systems Corporation. It details the terms of the acquisition, which will be conducted through a tender offer and subsequent merger.

Teradyne, through its subsidiary NAC Equipment Corporation, plans to offer $20.00 per share in cash for all outstanding shares of Nextest Systems Corporation's common stock. This price is net to the seller, before any required tax withholdings, and without interest.

Yes, the acquisition is subject to several customary conditions. These include a minimum tender of at least a majority of Nextest's outstanding shares, expiration of waiting periods under antitrust laws like the Hart-Scott-Rodino Act, accuracy of representations made by Nextest, Nextest's compliance with its covenants, and the absence of any material adverse effect on Nextest.

Upon commencement of the tender offer, Teradyne will file a Schedule TO with the SEC, which will include the offer to purchase and other related documents. Nextest will also file a solicitation/recommendation statement on Schedule 14D-9. Investors can access these documents on the SEC's website (www.sec.gov) or by contacting Teradyne's Investor Relations.