Following the announcement by Verigy Ltd. that it determined that the Advantest Corp. takeover proposal is superior an investigation on behalf of investors of Verigy Ltd. (NASDAQ:VRGY) concerning the potential unfairness of the takeover and possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at Verigy Ltd. (NASDAQ:VRGY) or others breached or will breach their fiduciary duties in connection with proposed buyout.

On Nov 18, Verigy (NASDAQ: VRGY) and LTX-Credence Corporation (NASDAQ: LTXC) announced that they had entered into a merger agreement. Under the terms of the agreement LTX-Credence shareholders would have received a fixed exchange ratio of 0.96 shares of Verigy stock or Holdco stock for each share of LTX-Credence stock.
Then on December 6, 2010 Verigy Ltd. (NASDAQ: VRGY) announced that it had received an unsolicited proposal from Advantest Corporation (NYSE: ATE) to acquire all of the outstanding Verigy ordinary shares for $12.15 per share in cash. In the following VRGY shares increased from under $9 to over $13 in response to the announcement, thus succeeding the $12.15 offer. On December 23, 2010 Verigy Ltd. announced that it has received a revised proposal from Advantest Corporation, to acquire all of the outstanding Verigy ordinary shares now for $15.00 per share in cash.
Then on Monday, March 21, 2011, Verigy Ltd. (NASDAQ) announced that its Board of Directors determined that a proposal from Advantest Corporation (NYSE: ATE) to acquire all of the outstanding Verigy ordinary shares for $15.00 per share in cash, on the terms and conditions set forth in a definitive implementation agreement proposed by Advantest Corp, constitutes a Superior Offer within the meaning of the definitive merger agreement between Verigy and LTX-Credence Corporation (NASDAQ: LTXC) previously announced on November 18, 2010.

Following the buyout news shares of Verigy Ltd. (Public, NASDAQ:VRGY) rose from $12.815 on Friday to $14.10 on Monday, March 21, 2011.

However, Verigy Ltd. performance for its investors was increasing. Verigys 12months Total Revenue increased from $323million in 2009 to $539million in 2010. Verigy was able to pull out of a substantial Net Loss of $127million in 2009 to a Net Income of $16million in 2010. Further VRGY shares traded as high as $12.58 in April 2010 and as High as $13.57 in January 2010. Further VRGY shares traded as high as $25.54 during 2008 and as high as almost $30 during 2007.

Therefore the investigation monitors and concerns whether Verigy Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of Verigy Ltd. (Public, NASDAQ:VRGY) and breached their fiduciary duties to Verigy (VRGY) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether Advantest Corp. would underpay for NASDAQ: VRGY shares, thus unlawfully harming NASDAQ VRGY investors. A potential class action lawsuit would seek to maximize the amount of money and information for Verigy stockholders would receive in a buyout, so the law firm.