EX-99.1
2
a5501801-ex991.txt
EXHIBIT 99.1
EXHIBIT 99.1
American Technical Ceramics Corp. Announces Closing of Acquisition
by AVX Corporation
HUNTINGTON STATION, N.Y.--(BUSINESS WIRE)--Sept. 25,
2007--AMERICAN TECHNICAL CERAMICS CORP. (ATC) (AMEX: AMK), a leading
manufacturer of high-performance electronic components, including
capacitors and thin film circuits for a broad range of commercial and
military applications, today announced that the acquisition of the
Company by AVX Corporation pursuant to the terms of the Agreement and
Plan of Merger, dated as of June 15, 2007, by and among the Company,
AVX and a wholly-owned subsidiary of AVX has been consummated.
Pursuant to the Merger Agreement, the Company, as the surviving
corporation in the merger between the Company and the AVX subsidiary,
became a wholly-owned subsidiary of AVX.
As a result of the merger, each outstanding share of the Company's
common stock has been converted into the right to receive $24.75 in
cash and each outstanding option to purchase the Company's common
stock has been converted into the right to receive $24.75 in cash less
the applicable exercise price with respect to each share of common
stock underlying such option. The aggregate purchase price payable to
the Company's former stockholders and optionholders is approximately
$231 million.
Victor Insetta, President, Chief Executive Officer and founder of
ATC, stated, "As we have stated previously, this is an important
milestone in the history of American Technical Ceramics. AVX has a
great understanding of and appreciation for our business and brings to
bear the technological, marketing and financial resources that will
enable ATC to move to the next level".
American Technical Ceramics Corp. designs, develops, manufactures
and markets electronic components, including ceramic multilayer
capacitors and custom thin film circuits. ATC's products are utilized
in a broad range of commercial and military applications, including
wireless infrastructure, fiber optics, medical electronics,
semiconductor manufacturing equipment and satellite equipment. ATC is
headquartered in Huntington Station, New York.
"Safe Harbor" statement under the Private Securities Litigation
Reform Act of 1995:
This release may contain forward-looking statements that are
subject to risks and uncertainties, including, but not limited to,
economic and political conditions, the impact of competitive products,
product demand and market acceptance risks, changes in product mix,
costs and availability of raw materials, fluctuations in operating
results, delays in development of highly-complex products, risks
associated with international sales and sales to the U.S. military,
risk of customer contract or sales order cancellation and other risks
detailed from time to time in American Technical Ceramics Corp.'s
filings with the Securities and Exchange Commission, including,
without limitation, those contained under the caption "Item 1.
BUSINESS - CAUTIONARY STATEMENTS REGARDING FORWARD - LOOKING
STATEMENTS" in the Company's Annual Report on Form 10-K. These risks
could cause the Company's actual results for future periods to differ
materially from those expressed in any forward-looking statements made
by, or on behalf of, the Company. Any forward-looking statements
represent the Company's expectations or forecasts only as of the date
they were made and should not be relied upon as representing its
expectations or forecasts as of any subsequent date. The Company
undertakes no obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, even if its expectations or forecasts change.
CONTACT: American Technical Ceramics Corp.
Kathleen M. Kelly, Vice President, 631-622-4710
invest@atceramics.com

EX - 99 . 1 2 a5501801 - ex991 . txt EXHIBIT 99 . 1 EXHIBIT 99 . 1 American Technical Ceramics Corp . Announces Closing of Acquisition by AVX Corporation HUNTINGTON STATION , N . Y . -- ( BUSINESS WIRE ) -- Sept. 25 , 2007 -- AMERICAN TECHNICAL CERAMICS CORP . ( ATC ) ( AMEX : AMK ) , a leading manufacturer of high - performance electronic components , including capacitors and thin film circuits for a broad range of commercial and military applications , today announced that the acquisition of the Company by AVX Corporation pursuant to the terms of the Agreement and Plan of Merger , dated as of June 15 , 2007 , by and among the Company , AVX and a wholly - owned subsidiary of AVX has been consummated . Pursuant to the Merger Agreement , the Company , as the surviving corporation in the merger between the Company and the AVX subsidiary , became a wholly - owned subsidiary of AVX . As a result of the merger , each outstanding share of the Company 's common stock has been converted into the right to receive $ 24.75 in cash and each outstanding option to purchase the Company ' s common stock has been converted into the right to receive $ 24.75 in cash less the applicable exercise price with respect to each share of common stock underlying such option . The aggregate purchase price payable to the Company 's former stockholders and optionholders is approximately $ 231 million . Victor Insetta , President , Chief Executive Officer and founder of ATC , stated , " As we have stated previously , this is an important milestone in the history of American Technical Ceramics . AVX has a great understanding of and appreciation for our business and brings to bear the technological , marketing and financial resources that will enable ATC to move to the next level " . American Technical Ceramics Corp . designs , develops , manufactures and markets electronic components , including ceramic multilayer capacitors and custom thin film circuits . ATC 's products are utilized in a broad range of commercial and military applications , including wireless infrastructure , fiber optics , medical electronics , semiconductor manufacturing equipment and satellite equipment . ATC is headquartered in Huntington Station , New York . " Safe Harbor " statement under the Private Securities Litigation Reform Act of 1995 : This release may contain forward - looking statements that are subject to risks and uncertainties , including , but not limited to , economic and political conditions , the impact of competitive products , product demand and market acceptance risks , changes in product mix , costs and availability of raw materials , fluctuations in operating results , delays in development of highly - complex products , risks associated with international sales and sales to the U . S . military , risk of customer contract or sales order cancellation and other risks detailed from time to time in American Technical Ceramics Corp . 's filings with the Securities and Exchange Commission , including , without limitation , those contained under the caption " Item 1 . BUSINESS - CAUTIONARY STATEMENTS REGARDING FORWARD - LOOKING STATEMENTS " in the Company 's Annual Report on Form 10 - K . These risks could cause the Company 's actual results for future periods to differ materially from those expressed in any forward - looking statements made by , or on behalf of , the Company . Any forward - looking statements represent the Company 's expectations or forecasts only as of the date they were made and should not be relied upon as representing its expectations or forecasts as of any subsequent date . The Company undertakes no obligation to correct or update any forward - looking statement , whether as a result of new information , future events or otherwise , even if its expectations or forecasts change . CONTACT : American Technical Ceramics Corp . Kathleen M . Kelly , Vice President , 631 - 622 - 4710 invest@atceramics.com