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Exhibit 99.1 - Press Release
Union Miniere Counters with Superior Offer
for Laser Power
Laser Power's Board required to accept offer
from Union Miniere that is "at least as favorable"
Brussels, Belgium (June 16, 2000) - Union Miniere S.A. (Brussels Stock Exchange:
"UNIM") today announced that it has increased its offer to merge with Laser
Power Corporation.
Under the terms of the revised offer from Union Miniere USA Inc., ("UMI"), a
wholly-owned subsidiary of Union Miniere S.A. ("UM"), Laser Power's stockholders
will receive all cash consideration with a guaranteed "floor" of $4.25 per
share. The actual per share price of Union Miniere's offer will be determined
using the same formula as the II-VI offer: the actual per share cash
consideration to be paid for each outstanding share of Laser Power common stock
will be based on the volume weighted average trading price of II-VI's common
stock during the 12 trading days prior to the commencement of the tender offer
and will be fixed at the time of commencement. The offer also contains a ceiling
of $4.55 per share. The minimum offer is $0.15 higher than the revised II-VI
offer and, in addition, is all cash.
Based on the volume weighted average trading price of II-VI's common stock
during the 12 trading days through June 15, 2000, the value of Union Miniere's
revised offer is $4.47 per share.
"Our revised offer guarantees in cash at least $4.25 per share to Laser Power's
stockholders, which represents a substantial increase above the guaranteed
amount from II-VI's offer, making our offer superior," said Marc van Sande, UM's
Executive Vice-President. Under the terms of the Merger Agreement, Laser Power's
Board must accept Union Miniere's revised offer if it is at least as favorable
as the terms of II-VI's offer.
Union Miniere will commence the tender offer for all of the outstanding shares
of Laser Power common stock within 12 business days of signing an amendment to
the Merger Agreement to reflect Union Miniere's revised offer.
####
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 THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, UNION MINIERE
WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION AND LASER POWER CORPORATION WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH RESPECT TO THE OFFER. THE TENDER 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
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CORPORATION, AT NO EXPENSE TO THEM. THE TENDER 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 WEBSITE AT WWW.SEC.GOV.
For more information, please contact
Press: Mrs Moniek DELVOU - Tel. +32 2 227 70 63 * +32 75 26 64 95 -
[email protected]
Investor Relations: Mrs Isabelle MICHOTTE - Tel. +32 2 227 71 47 -
[email protected]
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PROFILE
UNION MINIERE (UM) is an international metals and materials
group, which strives to obtain leadership positions in selected markets. Its
activities are centred on 3 main business groups: Copper & Precious Metals, Zinc
and Advanced Materials. To ensure a rapid response to market openings, each
business group is divided into several business units.
The UM Group has industrial operations in Europe, North America, Asia and Africa
and serves a global customer base through an international sales network with
offices in more than 25 countries.
The underlying principles of UM's strategy across the various business groups
are a commitment to technological innovation, operational excellence, recycling
and environmental responsibility.
The Group generated a turnover of EUR 3.2 billion in 1999. UM currently employs
some 8,000 people.
