<PAGE> 1
EXHIBIT 18
PRESS RELEASE
NEWS For Immediate Release
Company Contact: Nancy R. Kyle 215-784-6436
[email protected]
Kulicke and Soffa Announces Expiration of Hart-Scott-Rodino
Waiting Period for Cerprobe Acquisition
Willow Grove, PA November 3, 2000 - Kulicke and Soffa Industries, Inc.
(NASDAQ:KLIC), the world's largest supplier of semiconductor assembly
equipment, announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 for 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 on November 2, 2000. The expiration or early
termination of the waiting period was a condition to completion of the tender
offer.
Kulicke & Soffa's tender offer is scheduled to expire at 12:00 midnight
EST on Wednesday, November 22, 2000, unless extended.
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 remains subject to customary
closing conditions, including that a majority of the outstanding Cerprobe shares
are tendered.
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
4.
<PAGE> 2
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
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
5.
<PAGE> 3
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.
* * *
6.
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CERPROBE CORPORATION
Date: November 3, 2000 /s/ C. ZANE CLOSE
------------------------------------
By: C. Zane Close,
President and Chief Executive Officer
7.
