<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-9
---------------
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
CERPROBE CORPORATION
(NAME OF SUBJECT COMPANY)
---------------
CERPROBE CORPORATION
(NAME OF PERSON FILING STATEMENT)
-----------------------
COMMON STOCK, $.05 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
-----------------------
156787 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
-----------------------
C. ZANE CLOSE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CERPROBE CORPORATION
1150 NORTH FIESTA BOULEVARD
GILBERT, ARIZONA 85233-2237
(480) 333-1500
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
---------------
COPIES TO:
LANCE W. BRIDGES, ESQ.
MATTHEW T. BROWNE, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
-----------------------
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
================================================================================
<PAGE> 2
KULICKE & SOFFA TO ACQUIRE CERPROBE
Willow Grove, PA - October 12, 2000 - Kulicke and Soffa Industries Inc.
(NASDAQ: KLIC), the world's largest supplier of semiconductor assembly
equipment, today announced that it has signed a definitive agreement to acquire
Cerprobe Corporation (NASDAQ: CRPB), a leader in the design and manufacture of
semiconductor test interconnect solutions. The acquisition will be made in a
cash tender offer at $20.00 for each share of Cerprobe common stock. The total
purchase price, which also includes other acquisition-related costs, is expected
to be about $225 million. The agreement has been unanimously approved by the
boards of directors of both companies.
STRATEGIC CAPABILITIES
"Today K&S drives interconnect solutions that stretch the limits of
existing wafer probe and IC socket technology" said Chairman and Chief Executive
Officer, C. Scott Kulicke. "The acquisition of Cerprobe will allow K&S to
accelerate development in this area in support of our strategy of offering the
most complete, capable and cost-effective interconnect solutions to our
customers."
FINANCIAL AND TRANSACTION SUMMARY
The transaction is expected to be slightly dilutive to Kulicke & Soffa's
earnings per share in its fiscal year 2001 ending September 30, 2001 and
accretive in fiscal year 2002. 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. K&S expects to commence the tender offer
within ten business days and, under the Securities and Exchange Commission
rules, the offer must be held open for a minimum of twenty business days.
If K&S acquires at least 90% of the outstanding shares in the tender
offer, it is expected that the merger will be effected promptly after the
consummation of the tender offer without a special meeting of shareholders. If
less than 90% of the shares are acquired by K&S, a special meeting would be
required for approval of the final merger, which would be assured if K&S
acquires a majority of the outstanding shares in the tender offer. Cerprobe
shareholders who do not tender their shares in the tender offer would receive
$20.00 for each of their shares of common stock in the merger.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SHARES. THE TENDER OFFER FOR THE OUTSTANDING SHARES OF CERPROBE COMMON
STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME THE
OFFER IS COMMENCED, K&S WILL FILE A TENDER OFFER STATEMENT WITH THE SEC AND
CERPROBE WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH K&S AND CERPROBE ARE URGED TO READ
EACH OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REFERENCED IN THIS PRESS RELEASE WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
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 WHEN IT IS AVAILABLE AND OTHER DOCUMENTS
FILED BY K&S AND CERPROBE WITH THE SEC AT THE SEC'S WEB SITE
2
<PAGE> 3
AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FREE FROM K&S, CERPROBE
AND THE INFORMATION AGENT.
Merrill Lynch advised Kulicke & Soffa Industries on this transaction;
Banc of America Securities LLC advised Cerprobe.
A simultaneous teleconference and webcast to discuss the transaction
will be held today at 11:00 a.m. (EDT). Interested investors and members of the
media may call 973-633-1010 or log on to:
http://orion.inet-images.com/servlet/estreamgetevent?id=88&folder=default or
http://www.vcall.com/NASApp/VCall/EventPage?ID=45434
between 10:45-10:55 a.m. to participate. A replay of the call will be available
after 1:00 p.m. today for 24 hours only at 402-220-0468 or toll free at
877-790-5752 or log on to:
http://orion.inet-images.com/servlet/estreamgetevent?id=89&folder=default or
http://www.vcall.com/NASApp/VCall/EventPage?ID=45434
Cerprobe is a recognized world leader in the design and manufacture of
semiconductor test interconnect solutions. The company 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. Additional
information about Cerprobe is available at www.Cerprobe.com.
Kulicke & 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. K&S
also offers unique CSP packaging technology as well as factory integration
products and services. It has sales, service and applications development
facilities worldwide. Kulicke & Soffa's web site address is www.kns.com.
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 & Soffa
Industries and, assuming the consummation of the acquisition, the consolidation
of Cerprobe into Kulicke & Soffa Industries, 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
3
<PAGE> 4
and Kulicke & Soffa Industries'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
Industries; 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 Industries
with the SEC. Neither Cerprobe nor Kulicke & Soffa Industries 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.
4
