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EXHIBIT 99.04
Offer to Exchange
Each Outstanding Share of Common Stock
(Including the Associated Right to Purchase Preferred Stock)
of
LASER POWER CORPORATION
for
.052 Shares of Common Stock
of
II-VI INCORPORATED
and
$2.89 Net in Cash to the Seller
(Subject to Possible Adjustment as Described in the Prospectus)
The Offer and Withdrawal Rights will expire at 12:00 midnight,
Eastern time, on August 10, 2000, unless the offer is extended.
August , 2000
To Our Clients:
Enclosed for your consideration are the Prospectus, dated August , 2000
(the "Prospectus"), and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer") in
connection with the offer by II-VI Acquisition Corp. ("Purchaser"), a Delaware
corporation and a wholly owned subsidiary of II-VI Incorporated, a Pennsylvania
corporation ("II-VI"), to exchange .052 shares of II-VI common stock, no par
value per share (the "II-VI Common Shares") and $2.89 net to the seller in cash
(subject to possible adjustment as described in the Prospectus), without
interest thereon, for each outstanding share of common stock (together with the
associated right to purchase preferred stock), par value $0.001 per share (the
"Laser Power Shares"), of Laser Power Corporation, a Delaware corporation
("Laser Power"). The Offer is being made in connection with the Agreement and
Plan of Merger dated as of June 28, 2000, as amended July 31, 2000, (the
"Merger Agreement") among II-VI, Purchaser and Laser Power. The Merger
Agreement provides, among other things, that following the completion of the
Offer and the satisfaction or waiver, if permissible, of all conditions set
forth in the Merger Agreement and in accordance with the Delaware General
Corporation Law, Purchaser will be merged with and into Laser Power (the
"Merger"), with Laser Power surviving the Merger as a wholly owned subsidiary
of II-VI.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF LASER POWER SHARES
HELD FOR YOUR ACCOUNT. A TENDER OF SUCH LASER POWER SHARES CAN BE MADE ONLY BY
US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER LASER POWER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Laser Power Shares held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The consideration per Laser Power Share is .052 II-VI Common Shares and
$2.89 net to you in cash without interest (subject to possible adjustment as
described in the Prospectus).
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2. The Offer is being made for all outstanding Laser Power Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, Eastern
time, on August 10, 2000, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer that number of Laser Power Shares which represent not less than a
majority of the total issued and outstanding Laser Power Shares on a fully
diluted basis (excluding any shares held by Laser Power or any of its
subsidiaries) and (2) the expiration or termination of any and all waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, the Competition Act (Canada) and any similar regime in any other
country applicable to significant operations of II-VI or any of its
subsidiaries or Laser Power or any of its subsidiaries. The Offer is subject to
various other conditions set forth in the Prospectus, which you should review
in detail. The Offer is not conditioned upon II-VI or Purchaser obtaining
financing.
5. The Laser Power board of directors unanimously (1) determined that the
Offer, the Merger and the Merger Agreement are fair to, and in the best
interests of, the Laser Power's stockholders, (2) approved the Merger, the
Offer and the Merger Agreement and (3) recommends that Laser Power's
stockholders accept the Offer and tender their Laser Power Shares pursuant
thereto and approve and adopt the Merger Agreement.
6. Stockholders who fail to complete and sign the Substitute Form W-9 may be
subject to a required federal backup withholding tax of 31% of the gross
proceeds payable to such stockholder or other payee pursuant to the Offer.
The Offer is made solely by the Prospectus and the related Letter of
Transmittal and any supplements and amendments thereto. Except as disclosed in
the Prospectus, II-VI and Purchaser are not aware of any state in which the
making of the Offer or the acceptance of Laser Power Shares pursuant to the
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If II-VI or Purchaser become aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Laser Power Shares
pursuant to the Offer, II-VI and Purchaser will make a good faith effort to
comply with any such state statute. If, after such good faith effort, II-VI and
Purchaser cannot comply with any such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) the holders of Laser
Power Shares residing in any such jurisdiction. In any jurisdiction in which
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of II-
VI and Purchaser by ING Barings, LLC, the Dealer Manager for the Offer, or one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your Laser Power Shares, please
so instruct us by completing, executing and returning to us the instruction
form set forth on the reverse side of this letter. An envelope to return your
instruction form to us is enclosed. If you authorize the tender of your Laser
Power Shares, all your Laser Power Shares will be tendered unless otherwise
specified on the reverse side of this letter. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US IN SUFFICIENT TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION DATE.
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Offer to Exchange
Each Outstanding Share of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Laser Power Corporation
For
.052 Shares of Common Stock
of
II-VI Incorporated
and
$2.89 Net in Cash to the Seller
(Subject to Possible Adjustment as Described in the Prospectus)
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated August 1, 2000 (the "Prospectus") and the related Letter of
Transmittal in connection with the offer by II-VI Incorporated, a Pennsylvania
corporation ("II-VI"), to exchange .052 shares of II-VI common stock, no par
value per share, and $2.89 net to the seller in cash (subject to possible
adjustment as described in the Prospectus), without interest thereon, for each
outstanding share of common stock, par value $0.001 per share (together with
the associated rights to purchase preferred stock) (the "Laser Power Shares"),
of Laser Power Corporation, a Delaware corporation.
This will instruct you to tender the number of Laser Power Shares indicated
below (or if no number is indicated below, all Laser Power Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Account Number: _____________________ SIGN HERE
_____________________________________
Numbers of Laser Power Shares to be
Tendered*: Signature(s)
_____________________________________
_____________________________________
_____________________________________
Please Print Address
________ shares of Common Stock
_____________________________________
_____________________________________
Dated: _______________________ , 2000 Area Code and Telephone Number
_____________________________________
Tax Identification or Social
Security Number(s)
----------------
* Unless otherwise indicated, it will be assumed that all Laser Power Shares
held by us for your account are to be tendered.
PLEASE RETURN THIS FORM TO THE
BROKERAGE FIRM MAINTAINING YOUR ACCOUNT
