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Filed by Laser Power Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Laser Power Corporation
Commission File No. 000-22625
On June 2, 2000, Laser Power Corporation issued the following joint press
release:
Union Miniere and Laser Power Corp. Agree to All Cash Merger
BRUSSELS, Belgium and SAN DIEGO--(BUSINESS WIRE)--June 1, 2000-- Union Miniere
S.A. (Brussels Stock Exchange:UNIM) and Laser Power Corp. (Nasdaq:LPWR) Friday
announced the signing of a definitive merger agreement.
Under the terms of the merger agreement, Union Miniere USA Inc., ("UMI"), a
wholly-owned subsidiary of Union Miniere S.A. ("UM"), will merge with Laser
Power and, as a first step, will launch a tender offer in June for all of the
outstanding shares of Laser Power at $4 per share, or approximately $38.7
million. The transaction has been unanimously approved by the boards of UMI and
Laser Power. UMI has maintained a minority beneficial interest in the equity of
LPC since 1987 and currently holds 957,795 shares, which represents a
shareholding of approximately 10% in LPC.
The merger is conditioned upon, among other things, the approval of the United
States Department of Defense and the Committee on Foreign Investments in the
United States.
Laser Power designs, manufactures, and markets high performance optics. The
company'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. The company's infrared optics products
consist of a variety of infrared windows, domes and other optical elements used
in thermal imaging systems.
UM is an international metals and materials group, which strives to obtain
leadership positions in selected markets. Its activities are centered on three
main business groups: Copper & Precious Metals, Zinc and Advanced Materials. UM
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. UM generated a turnover of EUR 3.2 billion in 1999 and
currently employs some 8,000 people.
Laser Power will become a wholly-owned subsidiary of UMI and will be integrated
into UM's existing Electro Optic Materials business unit. UM has built a
significant presence in materials used for optical applications and for night
vision. Its current product offering includes germanium lenses, zinc selenide
blanks and chalcogenide glass. Marc Van Sande, UM's executive vice-president,
explained that "Laser Power is a natural extension downstream to participate
further in the value chain in the manufacture of laser optic and infrared/night
vision products."
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.
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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 Corp. 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 Corp., 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 Web site at
www.sec.gov.
CONTACT: Laser Power Corp.
Bernard J. Brady, 909/926-1866
or
n.v. Union Miniere s.a
+32 2 227 70 63
Fax: +32 2 227 79 03
Telex: 34004 umb
[email protected]
www.um.be
or
Moniek Delvou (media), +32 2 227 70 63 or
+32 75 26 64 95
[email protected]
or
Isabelle Michotte (investor relations), +32 2 227 71 47
[email protected]
