Filed by II-VI Incorporated
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
to be filed pursuant to Rule 14d-2
of the Securities and Exchange Act
of 1934
Subject Company: Laser Power
Corporation
Commission File
No.: 000-22625
June 15, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI Advised by Laser Power's Board that
II-VI's Offer is Superior to Union Miniere's Offer
Pittsburgh, PA--June 15, 2000--II-VI Incorporated (NASDAQ NMS: IIVI)
announced today that it has been advised that the Board of Directors of
Laser Power Corporation (NASDAQ NMS: LPWR) has determined that II-VI's
offer to purchase all of Laser Power's outstanding common stock is
superior to the terms of Union Miniere's offer.
Under II-VI's offer, each share of Laser Power stock will receive .052
shares of II-VI common stock and $2.32 in cash. Based on the closing
market price of II-VI common stock on June 14, 2000, the value of this
offer to Laser Power's stockholders is $4.76 per share. Laser Power's
stockholders will be guaranteed a "floor" of $4.10 per share. II-VI
will pay this guaranteed price with a combination of cash and/or II-VI
common stock, at its election, if the volume weighted average trading
price of II-VI common stock is less than $34.23 per share for the 12
trading days prior to the closing of the exchange offer. The offer
also contains a ceiling of $5.05 per share.
In light of the determination by Laser Power's Board of Directors,
II-VI has extended its offer until 11:59 P.M. on Friday, June 16, 2000.
Pursuant to the terms of its agreement with Union Miniere, Laser Power
has notified Union Miniere of its determination regarding II-VI's offer.
Union Miniere has two business days to decide whether to increase its
offer price for Laser Power's outstanding shares.
II-VI's offer contemplates that the transaction will be structured as
an exchange offer for Laser Power shares. Following the exchange offer,
II-VI and Laser Power would consummate a merger in which each share of
Laser Power common stock not tendered into the exchange offer would be
exchanged for the same consideration paid in the exchange offer.
The proposed transaction with II-VI remains conditioned upon, among
other things, (i) the tender into II-VI's exchange offer of not less
than a majority of the shares of Laser Power common stock outstanding
(including the shares of Laser Power stock owned by II-VI), (ii) the
valid termination of the merger agreement between Laser Power and
Union Miniere, (iii) the approval of II-VI's exchange offer and its
proposed merger by Laser Power's Board of Directors, (iv) receipt of all
required regulatory approvals, (v) the redemption of the outstanding
preferred stock purchase rights under Laser Power's preferred stock
purchase rights plan or the amendment of the plan to make it inapplicable
to II-VI's offer, and (vi) Laser Power not taking any action that
would impair II-VI's ability to acquire Laser Power or otherwise diminish
the value of Laser Power to II-VI.
If Laser Power's Board of Directors determines that Union Miniere's
increased offer, if any, is not at least as favorable as II-VI's offer,
Laser Power will presumably terminate its agreement with Union Miniere
and enter into an agreement with II-VI providing for a transaction on
the terms set forth in II-VI's offer. In order to reimburse Laser Power
for the payment of the $2 million termination fee called for by the
Union Miniere agreement, and to compensate Laser Power for certain
expenses, II-VI will agree to pay Laser Power $2.5 million if the
agreement Laser Power enters into with II-VI is terminated under
certain limited circumstances.
If II-VI's offer is accepted by the Board of Directors of Laser Power,
II-VI will prepare and file a registration statement with the Securities
and Exchange Commission. Laser Power stockholders would then be able
to obtain such materials for free at the Commission's Web site at
www.sec.gov. Laser Power stockholders are urged to carefully read the
complete terms and conditions of those materials prior to making any
decisions with respect to an actual offer.
This document contains forward-looking statements concerning II-VI's
proposed acquisition of Laser Power, the anticipated financial and
other benefits of such proposed acquisition and the plans and objectives
of II-VI's management following such proposed acquisition, including,
without limitation, statements relating to: (A) the likelihood of
consummating the proposed acquisition, (B) the cost savings expected to
result from the proposed acquisition, (C) anticipated results of
operations of the combined company following the proposed acquisition,
(D) projected earnings per share of the combined company following the
proposed acquisition, and (E) the restructuring charges estimated to be
incurred in connection with the proposed acquisition. Generally, the
words "will," "may," "should," "continue," "believes," "expects,"
"anticipates" or similar expressions identify forward-looking statements.
These forward-looking statements involve certain risks and uncertainties.
Factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among others, the
following factors: (1) the proposed acquisition may not be consummated on
the terms being offered or at all, (2) cost savings expected to results
from the proposed acquisition may not be fully realized or realized within
the expected time frame; (3) operating results following the proposed
acquisition may be lower than expected; (4) competitive pressures may
increase significantly; (5) costs or difficulties related to the integration
of the businesses of II-VI and Laser Power may be greater than expected;
(6) general economic conditions, whether nationally or in the markets in
which II-VI and Laser Power conduct business, may be less favorable than
expected; (7) legislation or regulatory changes may adversely affect the
businesses in which II-VI and Laser Power are engaged; or (8) adverse
changes may occur in the securities markets.
CONTACT: Jim Martinelli, Treasurer & Chief Financial Officer of II-VI
Incorporated, 724-352-4455, or e-mail, [email protected]/
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