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PRESS RELEASE
Exhibit (a)(9)
NEWS For Immediate Release
Company Contact: Nancy R. Kyle 215-784-6436
[email protected]
Kulicke and Soffa Extends Tender Offer Expiration Date for All Outstanding
Shares of Cerprobe to Wednesday, November 22, 2000.
Willow Grove, PA October 26, 2000 - Kulicke and Soffa Industries, Inc.
(NASDAQ: KLIC), the world's largest supplier of semiconductor assembly
equipment, announced today that its tender offer to acquire all of the
outstanding shares of common stock of Cerprobe Corporation (NASDAQ: CRPB) for
$20.00 per share in cash will expire on Wednesday, November 22, 2000, unless the
offer is extended, and not on Tuesday, November 21, 2000 as previously
announced. This extended expiration date takes into account the Federal
Government's observance of Veterans Day on Friday, November 10, 2000.
The tender offer is being made pursuant to the definitive Agreement and
Plan of Merger by and among Kulicke and Soffa, Cardinal Merger Sub., Inc., a
wholly owned subsidiary of Kulicke and Soffa, and Cerprobe, which was announced
on October 12, 2000.
The consummation of the tender offer is subject to customary closing
conditions, including that a majority of the outstanding Cerprobe shares are
tendered and the expiration or termination of the Hart-Scott-Rodino waiting
period.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. KULICKE AND SOFFA HAS FILED A TENDER OFFER STATEMENT WITH
THE SEC AND CERPROBE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH KULICKE AND SOFFA
AND CERPROBE ARE URGED TO READ EACH OF THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REFERENCED IN THIS PRESS RELEASE BECAUSE
THEY 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 AND OTHER DOCUMENTS FILED BY KULICKE AND
SOFFA 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 KULICKE AND
SOFFA OR CERPROBE OR BY CONTACTING CORPORATE INVESTOR COMMUNICATIONS, INC., THE
INFORMATION AGENT, AT (888) 682-7239. THE DEALER MANAGER FOR THE OFFER IS
GEORGESON SHAREHOLDER SECURITIES CORPORATION, 17 STATE STREET, 10TH FLOOR, NEW
YORK, NEW YORK 10004. TELEPHONE NUMBER: (800) 445 - 1790.
Cerprobe is a recognized world leader in the design and manufacture of
semiconductor test interconnect solutions. Cerprobe 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.
Kulicke and 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.
Kulicke and Soffa also offers unique CSP packaging technology as well as factory
integration products and services. It has sales, service and applications
development facilities worldwide.
CAUTION CONCERNING FORWARD LOOKING STATEMENTS
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THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE FOUND IN VARIOUS PLACES THROUGHOUT THIS PRESS
RELEASE AND INCLUDE, WITHOUT LIMITATION, STATEMENTS CONCERNING THE FINANCIAL
CONDITIONS, RESULTS OF OPERATIONS AND BUSINESSES OF CERPROBE AND KULICKE AND
SOFFA AND, ASSUMING THE CONSUMMATION OF THE ACQUISITION, THE CONSOLIDATION OF
CERPROBE INTO KULICKE AND SOFFA, 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 AND SOFFA'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 AND SOFFA;
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 AND SOFFA WITH THE
SEC. NEITHER CERPROBE NOR KULICKE AND SOFFA 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.
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