HUNTINGTON STATION, NEW YORK, June 18, 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 it has signed a definitive merger agreement with AVX Corporation (NYSE: AVX ) pursuant to which all of the outstanding equity interests of ATC will be acquired by AVX.
Pursuant to the merger, each outstanding share of ATC common stock will be converted into the right to receive $24.75 in cash, without interest, and each outstanding option will be 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 consideration to be received by ATC's stockholders and option holders in the transaction is approximately $231 million in cash. The transaction is subject to approval of the American Technical Ceramics stockholders, and other conditions, including regulatory approvals, that are customary for transactions of this nature.
Victor Insetta, President, Chief Executive Officer and founder of ATC, stated, "This is an important milestone in the history of American Technical Ceramics. We have developed a strong business by listening to our customers and providing them with the highest quality products available. AVX is one of the leaders in our industry. They have a great understanding of and appreciation for our business and bring to bear the technological, marketing and financial resources that will enable ATC to move to the next level. I am very proud of what we have accomplished. I thank all of the dedicated employees who, through the years, helped us get to where we are today, and the many stockholders who, through the many ups and downs we experienced since going public in 1986, provided unwavering support."
Thomas Weisel Partners LLC acted as exclusive financial advisor to American Technical Ceramics and Mintz Levin Cohn Ferris Glovsky and Popeo served as legal advisor to ATC.
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.
AVX Corporation is a leading worldwide manufacturer and supplier of a broad line of passive electronic components and interconnect products. AVX's components can be found in products manufactured in a very broad range of industries worldwide. AVX is headquartered in Myrtle Beach, SC. AVX can be found on the Internet at http://www.avx.com.