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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 Our Clients:
Enclosed for your consideration are the Offer to Purchase dated October 25,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer 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 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.
WE ARE THE HOLDER OF RECORD OF THE SHARES HELD FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:
1. The tender price is $20.00 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. 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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4. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, NOVEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
5. 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.
6. Any stock transfer taxes applicable to the sale of the Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of the Shares. Purchaser
is not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares for payment pursuant thereto, Purchaser
shall make a good faith effort to comply with such statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) holders of the Shares in
such state. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer is being
made on behalf of Purchaser by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such jurisdictions.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CERPROBE CORPORATION
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A
JUNIOR PARTICIPATING PREFERRED STOCK)
BY
CARDINAL MERGER SUB., INC.
A WHOLLY OWNED SUBSIDIARY OF
KULICKE AND SOFFA INDUSTRIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated October 25, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal in connection with the Offer by Cardinal Merger
Sub., Inc., a Delaware corporation and a wholly owned subsidiary of Kulicke and
Soffa Industries, Inc., a Pennsylvania corporation, 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, at $20.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Shares tendered:*
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Certificate Nos. (if available):
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Check the box if Shares will be tendered by book-entry transfer: [ ]
Account No:
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Dated: ------------------------------------------------------------, 2000
SIGN HERE
Signature(s):
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Please type or print address(es):
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Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number(s):
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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