EXHIBIT 99.1
[CTS LOGO]
newsrelease
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CTS CORPORATION ELKHART, INDIANA 46514 (574) 293-7511
December 17, 2004
FOR RELEASE: Immediately
CTS CORPORATION ANNOUNCES PRICE PER SHARE FOR MERGER AGREEMENT
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Elkhart, IN...CTS Corporation (NYSE:CTS) and SMTEK International, Inc. (Nasdaq:
SMTI) announced today that the total value per share of the merger consideration
will be fixed at $14.2559, comprised of $10.725 in cash and $3.5309 worth of CTS
common stock. The per share value for the stock component of the merger
consideration was determined based on the formula established in the CTS / SMTEK
merger agreement dated November 16, 2004. The number of shares of CTS common
stock to be received for each share of SMTEK common stock outstanding will be
determined by dividing the $3.5309 per share value of the stock component of the
merger consideration by the volume weighted average price for the CTS common
stock over the twenty trading days immediately prior to the closing of the
merger.
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About CTS:
CTS Corporation 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. The Company manufactures
products in North America, Europe and Asia. The Company's stock is traded on the
NYSE under the ticker symbol "CTS." To find out more, visit the CTS Web site at
www.ctscorp.com.
About SMTEK International:
SMTEK International is an electronics manufacturing services (EMS) provider
serving original equipment manufacturers (OEMs) in the medical, industrial
instrumentation, telecommunications, security, financial services automation,
aerospace and defense industries with integrated solutions ranging from design
to end-of-life services. The Company's four facilities are located in Moorpark
and Santa Clara, California; Marlborough, Massachusetts; and in Bangkok,
Thailand.
Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements include
statements regarding anticipated benefits of the
proposed merger, as well as anticipated future revenues. These statements are
based on our respective managements' current expectations, certain assumptions
and currently available information. There are a number of risks and
uncertainties that could cause actual results to differ materially from those
presented. For example, we may be unable to obtain SMTEK shareholder approval
required for the merger. Problems may arise in successfully integrating our
businesses and the transaction may involve greater than expected costs. Our
businesses may suffer as a result of uncertainty surrounding the transaction.
The market for our products may change or be impacted by competition, new data,
supply issues or EMS industry trends.
For more detailed information on the risks and uncertainties associated with CTS
and SMTEK's business activities see our respective reports filed with the SEC.
The companies undertake no obligation to publicly update their forward-looking
statements, whether as a result of market or industry changes, new information,
or future events.
Additional Information
CTS Corporation intends to file with the Securities and Exchange Commission a
registration statement on Form S-4 that will include a proxy statement and a
prospectus and other relevant documents in connection with the proposed
transaction. In addition, CTS Corporation will publish and make available to
shareholders of SMTEK International, Inc. and file with the Securities and
Exchange Commission, a prospectus. Investors and security holders are urged to
carefully read the prospectus regarding the acquisition when it becomes
available because it will contain important information on which to exclusively
base their investment decision. Investors and security holders of SMTEK
International, Inc. are urged to read the proxy statement and prospectuses and
other relevant materials when they become available because they will contain
important information about CTS Corporation and SMTEK International, Inc. and
the proposed transaction. Investors and security holders may obtain a free copy
of these materials when they are available and other documents filed with the
Securities and Exchange Commission at the SEC's Web site at www.sec.gov.
Investors and security holders may also obtain copies of these materials from
CTS free of charge by requesting them from CTS at the following address and
telephone number: CTS Corporation, Attention: Investor Relations, 905 West
Boulevard North, Elkhart, Indiana, 46514, (574) 293-7511. CTS Corporation and
SMTEK International, Inc. and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the SMTEK
International, Inc. stockholders with respect to the proposed transaction.
Information regarding the interests of these officers and directors in the
proposed transaction will be included in the proxy statement and prospectuses.
All investment is subject to risk. The value of securities offered may go down
as well as up. Past performance is no guarantee of future returns. Potential
investors are advised to seek expert financial advice before making any
investment decision.
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.
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Contact: Vinod M. Khilnani, Sr. Vice President and Chief Financial Officer, or
George T. Newhart, Vice President Investor Relations
CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
Telephone (574) 293-7511 FAX (574) 293-0251
www.ctscorp.com