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EXHIBIT 19
PRESS RELEASE
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 and Soffa has
accepted for payment. Kulicke and Soffa will promptly make payment for such
shares.
In addition, Kulicke and 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
and Soffa to accept shares for payment.
Kulicke and 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 and Soffa, Cardinal Merger Sub., Inc., a wholly owned
subsidiary of Kulicke and 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.
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Kulicke and Soffa is the world's largest 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 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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