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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
Union Miniere and Laser Power Corporation Agree to All Cash Merger at $4.40
LASER POWER'S BOARD REJECTS II-VI'S OFFER
Brussels, Belgium and San Diego, California (June 19, 2000) - Union Miniere S.A.
(Brussels Stock Exchange: "UNIM") and Laser Power Corporation (Nasdaq: "LPWR")
today announced that Laser Power has accepted the terms of Union Miniere's
revised merger proposal and that Laser Power will merge with Union Miniere.
After further discussions with Laser Power Corporation, Union Miniere modified
the terms of its revised offer of June 16, 2000 and agreed to pay to Laser
Power's stockholders $4.40 per share, all in cash, for each outstanding share of
Laser Power common stock. The Laser Power Board of Directors determined that
Union Miniere's revised offer of $4.40 per share all in cash was equivalent to
the offer from II-VI Corporation and that Laser Power will merge with and into
Union Miniere USA Inc.'s ("UMI") wholly owned subsidiary ACEC, Inc.
Union Miniere and Laser Power will amend today the Merger Agreement to
reflect the terms of the new offer. Union Miniere will commence the tender offer
for all of the outstanding shares of Laser Power common stock by July 3, 2000.
All other terms under the Merger Agreement will remain the same.
Laser Power also notified II-VI that it has rejected II-VI's offer and
instead will merge with UMI's wholly owned subsidiary, ACEC, Inc.
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.
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".
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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 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.
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For more information, please contact
LASER POWER CORP.
Mr. Bernard J. BRADY - Tel. (909) - 926-1866
N.V. UNION MINIERE S.A
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 centered
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.
