CP Clare adopts shareholder rights plan.

LEXINGTON, Mass.--(BUSINESS WIRE)--April 30, 1996--CP Clare Corporation (NASDAQ:CPCL), a recognized world leader in the semiconductor and electromagnetic relay marketplace, announced today that its Board of Directors has adopted a Shareholder Rights Plan.

Arthur Buckland, President and Chief Executive Officer of CP Clare, stated, "The Shareholder Rights Plan is designed to ensure that all of our stockholders receive fair treatment in the event of any proposed takeover of CP Clare. The Plan is intended to provide the Board of Directors with sufficient time to consider reasonable alternatives to such an action. The Plan has been adopted to provide value-protection for our shareholders and has not been adopted in response to any specific takeover threat or proposal."

In connection with adoption of the Shareholder Rights Plan, the Board of Directors declared a dividend distribution of one preferred stock purchase right for each outstanding share of common stock to stockholders of record as of the close of business on May 15, 1996. Initially, these rights will not be exercisable and will trade with the shares of common stock of CP Clare Corporation.

Under the Shareholder Rights Plan, the rights become exercisable (i) if a person acquires 15% or more of the common stock of CP Clare, (ii) if a person who owns 10% or more of the common stock of CP Clare is determined to be an "adverse person" by the Board of Directors or (iii) if a person commences a tender offer that would result in that person owning 15% or more of the common stock of CP Clare. Upon the occurrence of any one of these events each holder of a right (other than two person who exceeded the 15% ownership threshold or was declared an adverse person) would be entitled to acquire such number of shares of preferred stock which are equivalent to CP Clare Corporation common stock having a value of twice the then current exercise price of the right.

If CP Clare is acquired in a merger or other business combination transaction after any such event, each holder of a right would then be entitled to purchase, at the then current exercise price, shares of the acquiring company's common stock having a value of twice the exercise price of the right. Additional details concerning the terms of the Shareholder Rights Plan will be outlined in a letter which will be mailed to shareholders following the May 15, 1996 record date. -0-

CP Clare Corporation is a leading provider of semiconductor and electromagnetic relays, switches, and specialized electronic components to the world's foremost manufacturers of electronic equipment.

CONTACT: Jacqueline D. Arthur Robert M. Palladino

[phone] Ext. 702 [phone] Ext. 704