-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NtVby1NAZFg8d7DQvSgfK85zQSfgOi7cISwKFNo8ComKrI9z5C7qwFOT9yQKmp7U WTAyjzI4Jk0D/O2jAt4awQ== /in/edgar/work/20000612/0000820318-00-000027/0000820318-00-000027.txt : 20000919 0000820318-00-000027.hdr.sgml : 20000919 ACCESSION NUMBER: 0000820318-00-000027 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASER POWER CORP/FA CENTRAL INDEX KEY: 0000874019 STANDARD INDUSTRIAL CLASSIFICATION: [3827 ] IRS NUMBER: 953423358 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-22625 FILM NUMBER: 653724 BUSINESS ADDRESS: STREET 1: 36570 BRIGGS ROAD CITY: MURRIETA STATE: CA ZIP: 92563 BUSINESS PHONE: 909-926-7640 MAIL ADDRESS: STREET 1: 12777 HIGH BLUFF DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: [3827 ] IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 4123524455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 425 1 0001.txt 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 jmartinelli@ii-vi.com 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, jmartinelli@ii-vi.com/ # # # # -----END PRIVACY-ENHANCED MESSAGE-----