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EXHIBIT 16
[CERPROBE LOGO]
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CERPROBE CORPORATION
1150 NORTH FIESTA BOULEVARD
GILBERT, ARIZONA 85233-2237
October 25, 2000
Dear Stockholder:
I am pleased to inform you that Cerprobe Corporation has entered into a
merger agreement with Kulicke and Soffa Industries, Inc., pursuant to which a
wholly-owned subsidiary of Kulicke and Soffa has commenced a tender offer to
purchase all of the outstanding shares of Cerprobe's common stock for $20.00 per
share in cash. The tender offer is conditioned upon, among other things, at
least a majority of Cerprobe's shares outstanding being tendered and not
withdrawn and the receipt of required regulatory approvals. The tender offer
will be followed by a merger in which each share of Cerprobe common stock not
purchased in the tender offer will be converted into the right to receive $20.00
per share in cash.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE TERMS OF THE KULICKE AND
SOFFA OFFER AND THE MERGER ARE FAIR TO AND IN YOUR BEST INTEREST AS A CERPROBE
STOCKHOLDER, AND RECOMMENDS THAT YOU ACCEPT THE KULICKE AND SOFFA OFFER AND
TENDER YOUR SHARES OF CERPROBE COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, your Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
opinion of the Company's financial advisor, Banc of America Securities LLC,
that, as of the date of such opinion and based on and subject to the matters
stated in such opinion, the $20.00 in cash per share of Cerprobe common stock to
be received by you as a Cerprobe common stockholder in the tender offer and the
merger is fair from a financial point of view. A copy of such opinion setting
forth the assumptions made, procedures followed, matters considered and limits
on the review undertaken by Banc of America Securities LLC in rendering its
opinion, can be found in Annex B to the Schedule 14D-9. You should read the
opinion carefully and in its entirety.
Enclosed are the Offer to Purchase, dated October 25, 2000, and Letter of
Transmittal and related documents from the aforementioned wholly-owned
subsidiary of Kulicke and Soffa. These documents set forth the terms and
conditions of the tender offer. The Schedule 14D-9 describes in more detail the
reasons for your Board's conclusions and contains other information relating to
the tender offer. We urge you to consider this information carefully.
/s/ C. Zane Close
C. Zane Close
President and Chief Executive Officer
