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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK)
OF
CERPROBE CORPORATION
AT
$20.00 NET PER SHARE
BY
CARDINAL MERGER SUB., INC.
A WHOLLY OWNED SUBSIDIARY OF
KULICKE AND SOFFA INDUSTRIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
October 25, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by Cardinal Merger Sub., Inc., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Kulicke and Soffa
Industries, Inc., a Pennsylvania corporation ("Parent"), to act as Dealer
Manager in connection with Purchaser's offer to purchase all outstanding shares
of common stock, par value $0.05 per share (the "Common Stock"), together with
the associated rights to purchase Series A Junior Participating Preferred Stock
(the "Rights" and collectively with the Common Stock, the "Shares"), of Cerprobe
Corporation, a Delaware corporation (the "Company"), at $20.00 per Share, net to
the seller in cash, without interest (the "Common Stock Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated October
25, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Please furnish copies of the enclosed materials to
those of your clients for whose accounts you hold Shares registered in your name
or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN IMMEDIATELY PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES REPRESENTING AT LEAST A MAJORITY OF THE OUTSTANDING SHARES AND
(II) THE APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING EXPIRED OR BEEN TERMINATED. THE
OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. SEE SECTIONS 1 AND 13 OF THE OFFER TO PURCHASE.
The Board of Directors of the Company, by unanimous vote at a meeting held
on October 11, 2000, determined that the terms of the Offer and the Merger (as
defined in the Offer to Purchase) are fair to, and in the best interest of, the
stockholders of the Company, approved the Offer, the Merger and the other
transactions contemplated by the Merger Agreement (as defined in the Offer to
Purchase) and approved the Merger Agreement. The Board of Directors of the
Company recommends that the Company's stockholders accept the Offer and tender
their Shares in the Offer.
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For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated October 25, 2000;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for the Shares and all other required documents cannot be delivered
to Harris Trust Company of New York (the "Depositary"), or if the procedures for
book-entry transfer cannot be completed, by the Expiration Date (as defined in
the Offer to Purchase);
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer;
5. A letter to stockholders of the Company from C. Zane Close, the
President and Chief Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 dated October 25, 2000,
which has been filed by the Company with the Securities and Exchange Commission
and which includes the recommendation of the Board of Directors of the Company
that stockholders accept the Offer and tender their Shares to Purchaser pursuant
to the Offer;
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
7. A return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and pay for any Shares which
are validly tendered before the Expiration Date, and not theretofore properly
withdrawn, when permitted, when, as and if Purchaser gives oral or written
notice to the Depositary of Purchaser's acceptance of such Shares for payment
pursuant to the Offer. If there is a Subsequent Offering Period, all Shares
tendered during the Subsequent Offering Period will be immediately accepted for
payment and paid for as they are tendered. Payment for any Shares purchased
pursuant to the Offer will in all cases be made only after timely receipt by the
Depositary of (i) certificates for the Shares, or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, pursuant to the procedures described in Section 3 of
the Offer to Purchase, (ii) a properly completed and duly executed Letter of
Transmittal (or a properly completed and manually signed facsimile thereof) or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer and (iii) all other documents required by the Letter of
Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary, the Information Agent and the Dealer
Manager as described in the Offer to Purchase) for soliciting tenders of the
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for customary mailing and
handling costs incurred by them in forwarding the enclosed materials to their
customers.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of the Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or an Agent's Message in connection with a
book-entry transfer of the Shares, and any other required documents, should be
sent to the Depositary, and certificates representing the tendered Shares should
be delivered or tendered by book-entry transfer, all in accordance with the
Instructions set forth in the Letter of Transmittal and in the Offer to
Purchase.
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If holders of the Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.
Very truly yours,
GEORGESON SHAREHOLDER SECURITIES
CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF PURCHASER, MERGER SUB, THE COMPANY, THE DEALER MANAGER, THE INFORMATION
AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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