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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 28, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI Incorporated and Laser Power Corporation Agree to Merger
PITTSBURGH and SAN DIEGO--(BUSINESS WIRE)--June 28, 2000--II-VI Incorporated
(Nasdaq:IIVI - news) and Laser Power Corporation (Nasdaq:LPWR - news) today
jointly announced the signing of a definitive merger agreement pursuant to which
II-VI will acquire Laser Power. Laser Power also announced that prior to
entering into the agreement with II-VI, it terminated its merger agreement with
Union Miniere S.A.
Under the terms of the merger agreement with II-VI, II-VI Acquisition Corp., a
wholly-owned subsidiary of II-VI, will merge with and into Laser Power. As a
first step, II-VI Acquisition Corp. will commence an exchange offer to purchase
each outstanding share of Laser Power common stock for .052 of a share of II-VI
common stock and $2.89 per share in cash, subject to the minimum and ceiling
prices described below. Based on the closing market price of II-VI common stock
on June 27, 2000, the value of this offer to Laser Power's stockholders is
approximately $5.37 per share, or approximately $52.0 million in the aggregate.
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The number of shares of II-VI common stock issued in exchange for each share of
Laser Power common stock will be adjusted as follows. II-VI has agreed to pay a
minimum of $5.15 per share for each share of Laser Power common stock validly
tendered and not properly withdrawn. The value of the II-VI stock component of
the offer is to 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. As a
result, if that volume weighted average trading price of II-VI common stock is
less than $43.46 per share, the proposed stock and cash offer would be less than
$5.15 per share if not adjusted and, therefore, II-VI will need to offer
additional shares or cash in order to provide the minimum consideration.
Similarly, the II-VI offer is subject to a ceiling price of $5.65 per share for
each share of Laser Power common stock validly tendered and not properly
withdrawn. Consequently, if that volume weighted average trading price of II-VI
common stock exceeds $53.08 per share, the proposed stock and cash offer would
be more than $5.65 per share if not adjusted and, therefore, in that instance
II-VI will pay $2.89 net in cash and an adjusted number of shares of II-VI
common stock so that the aggregate consideration equals $5.65 per share for each
share of Laser Power common stock.
Following the exchange offer, II-VI will effect a merger in which the non-
tendering stockholders of Laser Power will receive the same consideration paid
in the exchange offer. The transaction will be taxable to the Laser Power
stockholders.
The transaction has been unanimously approved by the boards of II-VI and Laser
Power. II-VI currently holds 1,252,100 shares of Laser Power common stock which
represents approximately 13% of Laser Power's outstanding common stock.
The merger is conditioned upon, among other things, the tender into the 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) and
receipt of all required regulatory approvals.
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.
Laser Power designs, manufactures, and markets high performance optics. Laser
Power's laser optic products are sold to laser system OEMs and end users as
original and replacement components in high power CO2 and other lasers. The main
applications are in industrial processing such as sheet metal cutting,
automobile body welding, surface hardening for engine components and scribing
and drilling delicate ceramic circuits. Laser Power's infrared optics products
consist of a variety of infrared windows, domes and other optical elements used
in thermal imaging systems.
This document contains forward-looking statements concerning the financial
condition, results of operations and business of II-VI and its proposed
acquisition of Laser Power, the anticipated financial and other benefits of such
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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.
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. At the time the offer is commenced, II-
VI will file a registration statement with the Securities and Exchange
Commission and Laser Power will file 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 will contain 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,
will be made 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 will also
be available at no charge at the commission's Web site at www.sec.gov.
Contact:
II-VI Incorporated
Jim Martinelli, Treasurer & Chief Financial Officer, 724-352-4455,
or e-mail, [email protected].
or
Laser Power Corporation
Bernard J. Brady, Vice President, Chief Financial Officer & Secretary,
909/926-1866
