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CTS
CORPORATION Elkhart, Indiana 46514 (574) 293-7511
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January 31, 2005
FOR RELEASE: Immediately
CTS CORPORATION COMPLETES ACQUISITION OF SMTEK INTERNATIONAL, INC.
Elkhart, IN -- January 31, 2005 -- CTS Corporation (NYSE: CTS) today
announced the completion of the acquisition of SMTEK International, Inc. SMTEK
stockholders adopted the merger agreement, providing for the merger of SMTEK
into a wholly owned subsidiary of CTS, at a special meeting held at SMTEK’s
corporate offices located in Moorpark, California earlier today by a vote of
over 63% of the SMTEK shares outstanding and entitled to vote on the merger,
which was over 97% of the total shares voted.
In accordance with the terms of the merger agreement, SMTEK stockholders will
receive $10.725 in cash, without interest, and .2913 shares of CTS common stock
for each share of SMTEK common stock they held at the close of business on
January 31, 2005. No fractional shares of CTS common stock will be issued in the
merger. SMTEK stockholders who otherwise would receive fractional shares, will
receive a cash payment in lieu of those fractional shares equal to the
fractional share interest multiplied by $12.12.
Commenting on the acquisition, Donald Schwanz, CTS Chairman and Chief Executive
Officer, said, “We are pleased to announce the completion of the acquisition of
SMTEK. SMTEK offers an excellent strategic fit to our own EMS business,
expanding our capabilities and geographic footprint, while diversifying our
market and customer base. We are proud to welcome SMTEK to the CTS family.”
About CTS
CTS is a leading designer and manufacturer of electronic components and sensors
and a provider of electronics manufacturing services (EMS) to OEMs in the
automotive, computer and communications markets. CTS manufactures products in
North America, Europe and Asia. CTS' stock is traded on the NYSE under the
ticker symbol "CTS." To find out more, visit the CTS Web site at www.ctscorp.com.
Safe Harbor Statement
This press release contains certain statements that are, or may be deemed to be,
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, statements regarding terms of the acquisition, business and
strategic benefits of the acquisition, any financial or other guidance, and all
statements that are not based on historical fact, but rather reflect our current
expectations concerning future results and events. We make certain assumptions
when making forward-looking statements, any of which could prove inaccurate,
including, but not limited to, statements about our future operating results and
business plans. The ultimate correctness of these forward-looking statements is
dependent upon a number of known and unknown risks and events, and is subject to
various uncertainties and other factors that may cause our actual results,
performance, or achievements to be different from any future results,
performance, or achievements expressed or implied by these statements.
For more detailed information on the risks and uncertainties associated with
CTS' business activities, see our reports filed with the SEC. CTS undertakes no
obligation to publicly update its forward-looking statements, whether as a
result of market or industry changes, new information, or future events.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful
CTS Corporation is a leading designer and manufacturer of
electronic components and sensors, and a provider of EMS products for the
automotive, computer and communications markets. The Company manufactures
products in North America, Europe and Asia. A network of direct sales personnel,
independent manufacturers’ representatives and electronic distributors provides
worldwide sales coverage. The Company’s stock is traded on the NYSE under the
ticker symbol “CTS”.
| Contact: | Vinod M. Khilnani, Sr. Vice President and Chief Financial
Officer, or Mitchell J. Walorski, Director of Investor Relations |
| CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514 | |
| Telephone: (574) 293-7511, Fax: (574) 293-6146 | |
| www.ctscorp.com |