Filed by Corning Incorporated
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-22
Under the Exchange Act of 1934
Subject company: Corning Incorporated
Commission File No. 001-3247
On February 14, 2000, Corning Incorporated issued the following press release:
FOR RELEASE -- FEBRUARY 14, 2000
Corning Contact:
Paul A. Rogoski
(607) 974-8832
[email protected]
Corning to Acquire NetOptix, a Manufacturer of Optical Filters for $2 Billion
Acquisition will supply thin film optical filters to new equity venture, Samsung
Corning Micro-Optics
Moves are major steps toward strengthening company's position as a leading
supplier of optical-networking products and increasing manufacturing capability
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) announced today that it has
agreed to acquire NetOptix Corporation (Nasdaq:OPTX) of Sturbridge, MA, a
manufacturer of thin film filters for use in dense wavelength division
multiplexing (DWDM) components, for approximately $2 billion in stock. In a
related announcement, the company made public that it has formed an equity
venture, Samsung Corning Micro-Optics to package thin film filters for DWDM
components used in telecommunications systems. These initiatives are major steps
toward strengthening Corning's position as an industry-leading supplier of
optical networking devices, and an integral contributor to the advancement of
the optical layer.
Under the terms of the acquisition, which has been approved by the Boards of
Directors of both companies, Corning will exchange .90 shares of Corning common
stock for each share of NetOptix common stock. Based on the closing price for
Corning on the New York Stock Exchange on Friday, February 11, 2000, the
transaction would be valued at approximately $2 billion. The acquisition, which
is expected to close in the second quarter of 2000, is subject to customary
regulatory approvals and the approval of NetOptix shareholders. The transaction
will
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be accounted for as a purchase and excluding the amortization of goodwill and
other acquired intangible assets, is expected to be mildly dilutive to Corning's
earnings per share in 2000 and accretive in 2001 and thereafter.
According to Corning's Chairman and Chief Executive Officer, Roger G. Ackerman,
today's announcements are clear indications that the company intends to continue
to strengthen its position as a global leader in optical communications. "Market
demand for optical networking products is expanding at an incredible rate,"
Ackerman said. "The market for DWDM components, in particular, will double this
year. The acquisition of NetOptix will help Corning capitalize on this growing
market opportunity."
Ackerman continued by saying, "NetOptix's filter coating technology and the
unique enhancements they've made to their manufacturing processes have enabled
them to achieve significant productivity and yield levels. When we combine
NetOptix's output with that from our Marlborough operation we will have greatly
increased our thin film filter capacity. These filters will feed Samsung Corning
Micro-Optics, a company tooled with revolutionary robotics and automation to
mass produce packaged DWDM components. The combination of greater capacity and
automated production will greatly enhance Corning's ability to serve the needs
of our customers."
According to Gerald J. Fine, vice president and general manager of Corning's
Photonic Technologies Division, the company intends to leverage the synergy that
exists between its current operations and NetOptix. "Success in this market is
predicated on speed and a demonstrated capability to supply. Our customers are
demanding these products today. The NetOptix solution allows us to meet this
significant demand in the timing that the market requires," Fine said.
"Additionally, NetOptix has a growing portfolio of customers for their thin film
filter products and we expect the company to continue to supply those
customers."
NetOptix Corporation is headquartered in Sturbridge Massachusetts. Its
subsidiaries Optical Filter Corporation and OFC GmbH design, manufacture and
market optical filters for DWDM applications in fiber optic networks. OFC has an
optical filter manufacturing facility in Natick, MA and a diamond turning
facility in Keene, NH. OFC GmbH is completing a facility in Hanau, Germany for
optical filter technology, research and development as well as the commercial
production of DWDM filters. More information on the company is available at
www.netoptix.com.
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television and other communications-related industries. The company also uses
advanced materials to manufacture products for scientific, semiconductor and
environmental markets. Corning's revenues for 1999 were $4.3 billion.
Corning and NetOptix will file a proxy statement/prospectus describing the
merger with the United States Securities and Exchange Commission (SEC). In
addition, Corning and NetOptix
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will file other information and documents concerning the merger and their
business with the SEC. WE URGE INVESTORS IN THE COMMON STOCK OF NETOPTIX AND
CORNING TO REVIEW THE PROXY STATEMENT/ PROSPECTUS AND OTHER INFORMATION TO BE
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These
documents will be available without charge on the SEC's web site at www.sec.gov
and may be obtained without charge from the Corporate Secretary, Corning
Incorporated, One River Front Plaza, Corning, NY 14831 (telephone number
607-974-9000) or the Chief Financial Officer, NetOptix Corporation, c/o
Leisegang Medical, Inc., 6401 Congress Ave., Suite 160, Boca Raton, FL 33487
(telephone number 561-994-0202, etx. 227).
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS.
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Forward-Looking and Cautionary Statements
Except for historical information and discussions contained herein, statements
included in this release may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other factors that could
cause results to differ materially, as discussed in the company's filings with
the Securities and Exchange Commission.
Investor Relations Contact:
Katherine M. Dietz
(607) 974-8217
[email protected]
