PHOTON DYNAMICS INC
8-K, EX-99.1, 2000-12-29
SPECIAL INDUSTRY MACHINERY, NEC
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Exhibit 99.1


PRESS RELEASE

SOURCE: PHOTON DYNAMICS, INC.

PHOTON DYNAMICS FINALIZES ACQUISITION OF IMAGE PROCESSING SYSTEMS INC.;
ACQUISITION APPROVED BY IPS SHAREHOLDERS

SAN JOSE, Calif., Dec. 20 /PRNewswire/ -- Photon Dynamics, Inc. (Nasdaq: PHTN -
NEWS), a global supplier of yield management solutions for the flat panel
display, electronics and other selected markets, today announced the closing of
its acquisition of Image Processing Systems, Inc. (IPS).

Photon Dynamics will exchange approximately 1.3 million shares of newly-issued
common stock for all outstanding capital stock and options of IPS, a leading
manufacturer of e-Vision (electronic vision) technology for the display industry
and other industrial markets, based in Markham, Ontario, Canada. Photon Dynamics
and IPS are leading companies in the design, manufacture and commercialization
of yield management solutions for the flat panel display (FPD) and cathode ray
tube (CRT) display markets. The transaction is expected to be accretive in
Photon Dynamics' fiscal year ending September 30, 2001.

The quarterly and annual results for year ended September 30, 1999 and 2000 have
been restated to include the financial results of IPS and the acquisition has
been accounted for as a pooling of interests. The restated financial results are
available on a form 8-K recently filed with the SEC.

"The acquisition of IPS will strengthen our ability to deliver market-leading
yield management solutions to the display industry, independent of display
technology -- from CRTs to FPDs," stated Vincent F. Sollitto, CEO and president
of Photon Dynamics, Inc.

"IPS and Photon Dynamics have significant synergies that will benefit our
customers," stated Ken Wawrew, president of IPS. "We have already initiated a
joint FPD development program that will leverage the skills from our respective
teams to offer advanced yield management technologies to the world's leading
display manufacturers. The integration of our two companies will enable us to
provide leading-edge products and broad-based support for our customers
worldwide."

About Photon Dynamics Inc.
Photon Dynamics is a leading worldwide supplier of yield management solutions to
the flat panel display, printed circuit board assembly and advanced
semiconductor packaging industries. Founded in 1986, the company currently has
approximately 240 employees with sales offices and customer support services in
Aliso Viejo, CA; Hsinchu, Taiwan; San Jose, CA; Seoul, Korea; and Tokyo, Japan.
The company has been issued 41 patents for flat panel display test and
inspection technologies and has 39 patent applications pending. For more
information about Photon Dynamics, visit the company's web site at
www.photondynamics.com.

About Image Processing Systems Inc.
Making computers see, IPS is a leading developer of e-Vision (electronic vision)
technology providing the eyes of advanced manufacturing worldwide. The company's
patented Automated Display Inspection and Alignment systems are used by most of
the world's largest display manufacturers. IPS also provides advanced glass
inspection solutions for the electronics and automotive industries. IPS, an ISO
9001 and IQNET certified company, is listed on the Toronto Stock Exchange under
the symbol IPV. Headquartered in Markham, Ontario, IPS has sales offices and
representatives worldwide, including Brazil, Canada, China, India, Japan, Korea,
The Netherlands, Poland, Taiwan, the United Kingdom and the United States. For
more information about IPS, call 905-470-8990, email [email protected], or
visit the IPS web site at www.ipsautomation.com.

Safe Harbor Statement
To the extent that any of the statements contained herein are forward-looking,
such statements are based on current expectations that involve a number of
uncertainties and risks. Such uncertainties and risks include, but are not
limited to, risks related to the growth in the FPD (flat panel display) and CRT
(cathode ray tube) markets, market acceptance of the company's products, the
development of new products, the enhancement of existing products, manufacturing
delays, dependence on principal customers, competitive pricing pressures,
product volume and mix, global economic conditions, and particularly economic
conditions in Asia, dependence on international operations, availability of key
components, timing of orders received, fluctuations in foreign exchange rates,
and the introduction of competing products having technological and/or pricing
advantages. As a result, Photon Dynamics' and the combined company's operating
results may fluctuate, especially when measured on a quarterly basis, and actual
results may differ substantially from expectations. For further information,
refer to the Photon Dynamics' most recent annual report Form 10-K and the
company's registration statement on Form S-3 as filed with the Securities and
Exchange Commission.

At Photon Dynamics, Beth Popham, Communications Manager,
[email protected], (408) 360-3103

Photon Dynamics Agency Contact, Mike Kilroy, Hilary Kaye Associates, Inc.,
[email protected], (714) 426-0444

At IPS, John Calderon, Manager, Marketing and Communications,
[email protected], (905) 470-8990, ext. 258

SOURCE: PHOTON DYNAMICS, INC.




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