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
August 7, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI MAILS REVISED EXCHANGE OFFER MATERIALS;
EXTENDS LASER POWER OFFER TO AUGUST 11, 2000
PITTSBURGH, PA - Aug. 7, 2000 / PRNewswire/ - II-VI Incorporated
(Nasdaq: IIVI) is mailing revised exchange offer materials today to
stockholders of Laser Power Corporation (Nasdaq: LPWR). II-VI is
offering to exchange .052 share of II-VI common stock and $2.89 in cash
for each outstanding share of Laser Power common stock (including the
associated rights to purchase preferred stock).
The merger agreement between II-VI and Laser Power provides that Laser
Power stockholders will receive a guaranteed "floor price" of $5.15 per
share payable in II-VI common stock and cash. Under the merger
agreement, the guaranteed aggregate "floor price" of $5.15 per share
will be calculated by reference to the twelve trading days ending three
trading days prior to the expiration date of the offer. If the
weighted average market price of II-VI common stock for the twelve days
ending three trading days prior to the expiration date of the offer is
less than $43.46, then II-VI will pay .052 share of II-VI common stock
plus an additional amount of cash so that the aggregate amount of the
consideration is $5.15 per share.
II-VI also announced that it has extended the expiration date of the
exchange offer until 12:00 midnight, Eastern time, on August 11, 2000.
Investors and security holders are advised to read II-VI's Registration
statement and tender offer statement with respect to its exchange offer
for Laser Power stock, and any amendments or supplements to these
documents, which contain important information. Copies of these
documents, and any other documents filed by II-VI and Laser Power with
the SEC, can be obtained free of charge at the SEC's Internet website
at http://www.sec.gov. Free copies of the exchange offer materials may
also be obtained by calling II-VI's information agent, Morrow & Co.,
Inc., toll-free at (800)566-9061. II-VI filed its revised exchange
offer materials with the SEC on Friday.
Headquartered in Saxonburg, Pennsylvania II-VI Incorporated designs,
manufactures and markets optical and electro-optical components,
devices and materials for infrared, near-infrared, visible light, x-ray
and gamma-ray instrumentation and has recently announced new products
to serve the telecommunication industry. II-VI's infrared products are
used primarily in high-power CO2 (carbon dioxide) lasers. II-VI's VLOC
subsidiary manufactures near-infrared and visible light products for
industrial, scientific and medical instruments and solid-state (such as
YAG and YLF) lasers and products for the telecommunications industry.
II-VI's eV PRODUCTS division manufactures and markets solid-state x-ray
and gamma-ray detector products for the nuclear radiation detection
industry.
CONTACT: Jim Martinelli, Treasurer & Chief Financial Officer of II-VI
Incorporated, 724-352-4455, or e-mail, [email protected]
