American Technical Ceramics Corp. Announces Closing of Acquisition by AVX Corporation.HUNTINGTON STATION, N.Y. -- AMERICAN TECHNICAL CERAMICS CORP. (ATC ATC Air Traffic Control ATC Average Total Cost ATC Certified Athletic Trainer ATC At the Center (Hartford, Maine retreat center) ATC Applied Technology Council ATC All Things Considered ) (AMEX AMEX See: American Stock Exchange : AMK AMK Ammattikorkeakoulu AMK Ang Mo Kio AMK Angkor Mikroheranhvatho Kampuchea (Cambodia microfinance) AMK Angkatan Muda Keadilan (Malaysia) ), a leading manufacturer of high-performance electronic components, including capacitors and thin film circuits thin film circuits: see microelectronics. for a broad range of commercial and military applications, today announced that the acquisition of the Company by AVX AVX Adult Video XXX AVX Avid Visual Extensions AVX anti Virus Expert 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 fiber optics, transmission of digitized messages or information by light pulses along hair-thin glass fibers. Each fiber is surrounded by a cladding having a high index of refractance so that the light is internally reflected and travels the length of the fiber , medical electronics, semiconductor manufacturing equipment and satellite equipment. ATC is headquartered in Huntington Station, New York This article is about the place in New York. For the Metro station in Virginia, see Huntington (Washington Metro). Huntington Station is a hamlet (and census-designated place) in Suffolk County, New York, United States. . "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 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. |
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