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 12, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI Incorporated Extends Deadline for Offer to Laser Power
Corporation's Board; Offer of .052 Shares of II-VI Stock Plus $2.32 Cash
for each Share of Laser Power Stock with Minimum Price of $4.05 per Share
to Expire at 11:59 p.m. EDT on Wednesday, June 14, 2000
Pittsburgh--June 12, 2000--II-VI Incorporated (NASDAQ NMS: IIVI)
announced today that it has extended, until 11:59 p.m. on Wednesday,
June 14, 2000, the expiration of its offer made to the Board of Directors
of Laser Power Corporation (NASDAQ NMS: LPWR) to acquire, in a consensual
transaction, all of Laser Power's outstanding stock. Under II-VI's
proposal, 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 9, 2000, the value of this offer to Laser
Power's stockholders is $4.45 per share. This represents a greater than
10% premium over the offer made by Union Miniere.
Under II-VI's proposal, Laser Power's stockholders would be guaranteed a
"floor" of $4.05 per share. II-VI would pay this guaranteed price with a
combination of cash and/or II-VI stock, at its election, if the volume
weighted average trading price of II-VI common stock is less than $33.27
per share for the 20 trading days prior to the closing of the exchange
offer. The offer also contains a ceiling of $5.00 per share.
II-VI also stated that it advised the Laser Power Board that its
agreement with Laser Power would contain a provision to reimburse Laser
Power $2.5 million in the event that a transaction with II-VI is not
consummated under certain circumstances.
Fran Kramer, President and Chief Operating Officer of II-VI, said "This
is a strong offer. It represents substantially greater value for Laser
Power's stockholders than Union Miniere's current proposal with more than
appropriate downside protection. Our transaction clearly is in the best
interests of both Laser Power's and II-VI's stockholders."
If II-VI's offer is accepted by the Board of Directors of Laser Power, it
would 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 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 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 result 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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