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PRESS RELEASE
Exhibit (a)(11)
NEWS For Immediate Release
Company Contact: Nancy R. Kyle 215-784-6436
[email protected]
Kulicke and Soffa Completes Successful Tender Offer for Cerprobe
Willow Grove, PA November 24, 2000 - Kulicke and Soffa Industries, Inc.
(NASDAQ: KLIC), the world's largest supplier of semiconductor assembly
equipment, announced today that its tender offer for all of the outstanding
shares of common stock of Cerprobe Corporation (NASDAQ:CRPB) for $20.00 per
share in cash expired at 12:00 Midnight on Wednesday, November 22, 2000.
Shareholders of Cerprobe validly tendered approximately 8,858,449 shares (or
92.5% of the outstanding shares) of Cerprobe, which Kulicke & Soffa has accepted
for payment. Kulicke and Soffa will promptly make payment for such shares.
In addition, Kulicke & Soffa has received Notices of Guaranteed Delivery
with respect to 254,284 shares (or 2.7% of the outstanding shares) that have not
yet been validly tendered. Under the terms of the tender offer, shares of common
stock listed in a Notice of Guaranteed Delivery must be validly tendered within
3 trading days following the delivery of the notice in order for Kulicke & Soffa
to accept shares for payment.
Kulicke & Soffa will now proceed to acquire the remaining outstanding
shares of common stock of Cerprobe through a merger in which shares of common
stock not purchased in the tender offer or for which shareholders do not seek
appraisal rights will be converted, upon completion of the merger, into the
right to receive $20 per share in cash.
The tender offer was made under the definitive Agreement and Plan of
Merger by and among Kulicke & Soffa, Cardinal Merger Sub., Inc., a wholly owned
subsidiary of Kulicke & Soffa, and Cerprobe, which was announced on October 12,
2000.
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 leading supplier of semiconductor
assembly equipment and materials. 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
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. 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
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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'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; 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 WITH THE
SEC. NEITHER CERPROBE NOR KULICKE & 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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