<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
CERPROBE CORPORATION
(Name of Subject Company (Issuer))
CARDINAL MERGER SUB., INC.,
a Wholly-Owned Subsidiary of
KULICKE AND SOFFA INDUSTRIES, INC.
(Name of Filing Person (Offeror))
Common Stock Par Value $.05
(Title of Class of Securities)
156787103
(CUSIP Number of Class of Securities)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
2101 Blair Mill Road
Willow Grove, PA 19090
(215) 784-6000
With a copy to:
F. Douglas Raymond
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(Name, Address, and Telephone of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
Calculation of Filing Fee
Transaction valuation Amount of filing fee
Not Applicable
[_] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<PAGE>
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing Party: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
-2-
<PAGE>
ITEMS 1 - 11.
N/A
ITEM 12. EXHIBITS
Text of Press Release issued by Kulicke and Soffa Industries, Inc. on October
12, 2000.
-3-
<PAGE>
[LOGO] [LETTERHEAD OF KULICKE & SOFFA INDUSTRIES INC]
NEWS For Immediate Release Company Contact:
Nancy R. Kyle 215-784-6436
[email protected]
Kulicke & Soffa to Acquire Cerprobe
Willow Grove, PA October 12, 2000 - Kulicke and Soffa Industries Inc. (NASDAQ:
KLIC), the world's largest supplier of semiconductor assembly equipment, today
announced that it has signed a definitive agreement to acquire Cerprobe
Corporation (NASDAQ: CRPB), a leader in the design and manufacture of
semiconductor test interconnect solutions. The acquisition will be made in a
cash tender offer at $20.00 for each share of Cerprobe common stock. The total
purchase price, which also includes other acquisition-related costs, is expected
to be about $225 million. The agreement has been unanimously approved by the
boards of directors of both companies.
Strategic Capabilities
"Today K&S drives interconnect solutions that stretch the limits of existing
wafer probe and IC socket technology" said Chairman and Chief Executive Officer,
C. Scott Kulicke. "The acquisition of Cerprobe will allow K&S to accelerate
development in this area in support of our strategy of offering the most
complete, capable and cost-effective interconnect solutions to our customers."
Financial and Transaction Summary
The transaction is expected to be slightly dilutive to Kulicke & Soffa's
earnings per share in its fiscal year 2001 ending September 30, 2001 and
accretive in fiscal year 2002. The consummation of the tender offer is subject
to customary closing conditions,
More
<PAGE>
including that a majority of the outstanding Cerprobe shares are tendered
and the expiration or termination of the Hart-Scott-Rodino waiting period. K&S
expects to commence the tender offer within ten business days and, under the
Securities and Exchange Commission rules, the offer must be held open for a
minimum of twenty business days.
If K&S acquires at least 90% of the outstanding shares in the tender offer, it
is expected that the merger will be effected promptly after the consummation of
the tender offer without a special meeting of shareholders. If less than 90% of
the shares are acquired by K&S, a special meeting would be required for approval
of the final merger, which would be assured if K&S acquires a majority of the
outstanding shares in the tender offer. Cerprobe shareholders who do not tender
their shares in the tender offer would receive $20.00 for each of their shares
of common stock in the merger.
This announcement is not an offer to purchase nor a solicitation of an offer to
sell shares. The tender offer for the outstanding shares of Cerprobe common
stock described in this announcement has not yet commenced. At the time the
offer is commenced, K&S will file a tender offer statement with the SEC and
Cerprobe will file a solicitation/recommendation statement with respect to the
offer. Investors and security holders of both K&S and Cerprobe are urged to
read each of the tender offer statement and the solicitation/recommendation
statement referenced in this press release when it becomes available because it
will contain important information about the transaction. Investors and
security holders may obtain a free copy of the tender offer statement and the
solicitation/recommendation statement when it is available and other documents
filed by K&S and Cerprobe with the SEC at the SEC's web site at www.sec.gov.
The tender offer statement and the solicitation/recommendation statement and
these other documents may also be obtained free from K&S, Cerprobe and the
information agent.
More
Merrill Lynch advised Kulicke & Soffa Industries on this transaction; Banc of
America Securities LLC advised Cerprobe.
<PAGE>
A simultaneous teleconference and webcast to discuss the transaction will be
held today at 11:00 a.m. (EDT). Interested investors and members of the media
may call
973-633-1010 or log on to:
http://orion.inet-images.com/servlet/estreamgetevent?id=88&folder=default or
http://www.vcall.com/NASApp/VCall/EventPage?ID=45434
----------------------------------------------------
between 10:45-10:55 a.m. to participate. A replay of the call will be available
after 1:00 p.m. today for 24 hours only at 402-220-0468 or toll free at 877-790-
5752 or log on to:
http://orion.inet-images.com/servlet/estreamgetevent?id=89&folder=default or
--------------------------------------------------------------------------
http://www.vcall.com/NASApp/VCall/EventPage?ID=45434
-------------------------------------------------------
Cerprobe is a recognized world leader in the design and manufacture of
semiconductor test interconnect solutions. The company offers products and
integrated systems for wafer and IC package testing. Cerprobe markets and
distributes its products and systems worldwide, and operates domestic
manufacturing facilities in Arizona, California, and Texas and international
manufacturing facilities in France, Scotland, Taiwan, and Singapore. Additional
information about Cerprobe is available at www.Cerprobe.com.
Kulicke & Soffa is the world's largest supplier of semiconductor assembly
equipment. The company provides scaleable solutions for the assembly of chip and
wire, flip chip and chip scale packages. Chip and wire solutions combine wire
bonding, die bonding and wafer dicing equipment with wire, capillaries, die
collets and saw blades. Flip chip solutions include die placement equipment,
flip chip bumping technology and thin film laminates. K&S also offers unique CSP
packaging technology as well as factory integration products and services. It
has sales, service and applications development facilities worldwide. Kulicke &
Soffa's web site address is www.kns.com.
More
Caution Concerning Forward Looking Statements
This press release contains forward-looking statements. These forward-
looking statements are found in various places throughout this press release and
include, without
<PAGE>
limitation, statements concerning the financial conditions, results of
operations and businesses of Cerprobe and Kulicke & Soffa Industries and,
assuming the consummation of the acquisition, the consolidation of Cerprobe into
Kulicke & Soffa Industries, as well as the expected timing and benefits of the
acquisition. While these forward-looking statements represent our judgments and
future expectations concerning the development of our business and the timing
and benefits of the acquisition, a number of risks, uncertainties and other
important factors could cause actual developments and results to differ
materially from our expectations. These factors include, but are not limited to,
those listed or discussed in Cerprobe's 1999 Annual Report on Form 10-K405 and
Kulicke & Soffa Industries's 1999 Annual Report on Form 10-K; business and
economic conditions in our industry and in Cerprobe's industry; the risk that
the Cerprobe business will not be successfully integrated into Kulicke & Soffa
Industries; the costs related to the transaction; the inability to obtain or
meet conditions imposed for governmental approvals for the transaction; the risk
that anticipated synergies will not be obtained or not obtained within the time
anticipated; the risk that we will not be successful in making technological
advances and other key factors that we have indicated could adversely affect our
businesses and financial performance contained in our past and future filings
and reports, including those with the SEC. More detailed information about those
factors is set forth in filings made by Cerprobe and Kulicke & Soffa Industries
with the SEC. Neither Cerprobe nor Kulicke & Soffa Industries is under any
obligation to (and expressly disclaims any such obligations to) update or alter
its forward-looking statements whether as a result of new information, future
events or otherwise.
# # #
