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EXHIBIT 99.1
AT ADVANCED ENERGY:
RICHARD BECK CATHY KAWAKAMI
ADVANCED ENERGY INDUSTRIES, INC. ADVANCED ENERGY INDUSTRIES, INC.
970-407-6204 970-407-6732
[email protected] [email protected]
AT EMCO:
CHARLES MILLER PHILIP BOURDILLON/EUGENE HELLER
EMCO SILVERMAN HELLER ASSOCIATES
303-651-0550 310-208-2550
FOR IMMEDIATE RELEASE
ADVANCED ENERGY AND EMCO RENEGOTIATE MERGER
FORT COLLINS AND LONGMONT, COLORADO (OCTOBER 23, 2000)--Advanced Energy
Industries, Inc. (Nasdaq: AEIS) and Engineering Measurements Company (Nasdaq:
EMCO) today announced that they have renegotiated their merger agreement and
changed the consideration to be paid by Advanced Energy from stock to cash.
As a result, the EMCO shareholders' meeting that was scheduled for today,
October 23, 2000, will be rescheduled, and a new proxy statement relating to the
amended merger terms will be distributed to the EMCO shareholders. The exact
date of the meeting, which Advanced Energy and EMCO intend to hold as soon as
possible, will be announced once regulatory authorities clear the new proxy
statement.
The original merger agreement, which was announced on July 6, 2000, had provided
that Advanced Energy would issue in the merger 900,000 shares of its common
stock to the EMCO shareholders. As a result of the recent decline in Advanced
Energy's stock price, Advanced Energy now will pay to the EMCO shareholders, if
the amended merger agreement is approved, cash in an aggregate amount equal to
$30 million plus the exercise prices paid in cash by EMCO option holders on
exercise of any EMCO stock options between today and the completion of the
merger. EMCO shareholders will receive in the merger up to $7.10 per share of
EMCO stock that they hold. The actual amount to be received per share will
depend on the EMCO stock options, if any, that are exercised before the
completion of the merger.
"We are excited to have EMCO join us as an important part of our integration
strategy," said Doug Schatz, Chairman and Chief Executive Officer of Advanced
Energy. "Recent stock market volatility, and the subsequent decrease in the
value of Advanced Energy shares required us to revisit the terms of our pending
merger with EMCO. The board of directors and management of EMCO support our
revised offer," continued Mr. Schatz.
The transaction is subject to approval by EMCO's shareholders and certain other
conditions, and there can be no assurance that it will be completed.
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About Advanced Energy
Advanced Energy (AE) is a global leader in the development, marketing, and
support of technology solutions that are critical in the manufacture of
semiconductors, data storage products, and flat panel displays. Original
equipment manufacturers (OEMs) and end-users around the world depend on AE
products when plasma-based technology plays a vital role in their manufacturing
process. AE offers a comprehensive suite of key subsystems for vacuum process
systems including power conversion and control solutions, process monitoring and
machine control tools, ion-beam sources, dynamic temperature control products,
and plasma abatement technologies. AE technology solutions are sold and
supported globally by direct offices, representatives and distributors. Founded
in 1981, AE is a publicly held company whose common stock is quoted on the
Nasdaq National Market under the symbol AEIS.
About EMCO
Engineering Measurements Company designs, manufactures, and markets electronic
and electro-mechanical precision instruments for measuring and controlling the
flow of liquids, steam, and gases, and also engages in contract electronic
printed circuit board assembly. EMCO is a publicly held company whose common
stock is quoted on the Nasdaq National Market under the symbol EMCO.
Additional Information
EMCO and its executive officers and directors may be deemed to be participants
in the solicitation from EMCO's shareholders of proxies with respect to the
merger. Information regarding these executive officers and directors, and a
description of any interests that they may have in the merger, will be included
in the proxy statement relating to the merger that EMCO will file with the
Securities and Exchange Commission. The proxy statement will be mailed to EMCO's
shareholders.
Investors and security holders are urged to read the Proxy Statement when it
becomes available. The Proxy Statement will contain important information about
the merger and related matters. Investors and security holders will be able to
obtain free copies of the Proxy Statement, once it is filed with the SEC,
through the web site maintained by the SEC at www.sec.gov.
Advanced Energy and EMCO file annual and quarterly reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by Advanced Energy or EMCO at the SEC's public reference
facilities, which are at the following locations:
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<CAPTION>
Washington D.C. New York Chicago
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<S> <C> <C>
450 Fifth Street, N.W. Seven World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, NY 10048 Chicago, IL 60661
</TABLE>
You may call the SEC at 1-800-SEC-0330 for more information about its public
reference facilities. You also may obtain copies of Advanced Energy's or EMCO's
filings, at prescribed rates, by writing to the Public Reference Section of the
SEC at the Washington D.C. address above or by visiting the web site maintained
by the SEC at www.sec.gov. Reports and other
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information regarding Advanced Energy and EMCO also may be read at the National
Association of Securities Dealers at 1735 K Street, N.W., Washington, DC 20006.
In addition, you may obtain free copies of any of Advanced Energy's SEC filings
by writing to Advanced Energy at 1625 Sharp Point Drive, Fort Collins, CO 80525,
Attention: Richard P. Beck or by calling Advanced Energy's Investor Relations at
970-221-4670.
You may obtain free copies of any of EMCO's SEC filings, including the Proxy
Statement, by writing to EMCO at 600 Diagonal Highway, Longmont, CO 80501,
Attention: Investor Relations, or by calling EMCO's Investor Relations at
303-651-0550.
This press release does not constitute an offer to buy or sell any securities.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the companies' reasonable judgments with respect to future
events, but are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Among the factors that could cause such different results are: the
conditions to the merger, including approval by the EMCO shareholders, might not
be met; the merger might not be completed for other reasons; we might not be
able to integrate the companies' operations successfully; integration of the
companies' operations could result in unanticipated costs or substantial
diversion of management's attention; and the projections on which the companies
relied to determine the advisability of the merger ultimately might not prove to
have been accurate. These and other cautionary statements are detailed in
Advanced Energy's SEC reports, including annual reports on Form 10-K and
quarterly reports on Form 10-Q. Free copies of these documents are or will be
available from the SEC and the companies, as set forth above. Neither Advanced
Energy nor EMCO assumes any obligation to update the information in this press
release.
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