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
July 13, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI Incorporated Launches Exchange Offer
for Shares of Laser Power Corporation
PITTSBURGH, PA, July 13, 2000 - II-VI Incorporated (NASDAQ NMS: IIVI)
today launched an exchange offer for all outstanding shares of
common stock including the associated rights to purchase preferred stock
of Laser Power Corporation (NASDAQ: LPWR). The offer to exchange
all outstanding shares of Laser Power common stock for .052 shares of
II-VI common stock and $2.89 net in cash is subject to a "floor price" of
$5.15 per share and a "ceiling price" of $5.65 per share for each share
of Laser Power common stock that has been validly tendered and not
properly withdrawn, expires at midnight, Eastern Time, August 10, 2000,
unless the period is extended. This exchange offer is being made in
connection with an Agreement and Plan of Merger between II-VI and Laser
Power dated June 28, 2000.
The number of II-VI shares to be issued in the exchange will be based on
the volume weighted average trading price of II-VI common stock for the
12 trading days prior to the closing of the offer.
II-VI will acquire the remaining Laser Power shares in a merger in which
each share of Laser Power common stock will be converted into the right
to receive the same consideration being paid for shares tendered in the
offer.
Payment for shares properly tendered and accepted will be made as
promptly as practicable after the expiration date.
This press release contains certain forward-looking statements within the
meaning of the safe-harbor provisions of the U.S. federal securities
laws. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the companies'
ability to control or estimate precisely, such as future market
conditions, the actions of governmental regulators and the behavior of
other market participants. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the
date of this press release. The companies do not undertake any
obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
press release.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of II-VI or Laser Power. II-VI has filed a
registration statement with the Securities and Exchange Commission and
Laser Power has filed a solicitation/recommendation statement with
respect to the exchange offer. The exchange offer statement (including
an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contains
important information which should be read carefully before any decision
is made with respect to the offer. The offer to purchase, the related
letter of transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, are available to all stockholders
of Laser Power at no expense to them. The exchange offer statement
(including the offer to purchase, the related letter of transmittal and
all other offer documents filed with the Securities and Exchange
Commission) and the solicitation/recommendation statement are available
at no charge at the commission's Web site at www.sec.gov.
CONTACT: Jim Martinelli, Treasurer & Chief Financial Officer of
II-VI Incorporated, 724-352-4455,
