General Scanning Inc. and Lumonics Inc. announce agreement to merge TSE Stock Symbol: LUM Ottawa, Ontario, Canada (October 28, 1998)
The combined enterprise will be listed on both the TSE and NASDAQ and will report its financial results in U.S. dollars. On a pro forma basis, based on 12 month trailing revenues, the new company would have annual sales of approximately US $330 million and serve customers in more than 40 countries. By business segment, the combined company would generate approximately 18% of annual sales from semiconductor, 19% from electronics, 9% from automotive, 6% from aerospace, 15% from medical device markets, 4% from packaging and 29% from other sources including parts and service.
Under terms of the proposed merger, each General Scanning Inc. shareholder will receive 1.347 shares of <%=company%> Inc. for each share held. <%=company%> Inc. shareholders will continue to hold their existing number of shares. As a result, current shareholders of each company will own approximately 50% of the combined company following the merger. The merger is expected to close during the first quarter of 1999 subject to regulatory and shareholder approval.
In a joint announcement, the Chief Executive Officers of both companies said the proposed merger would create the most resourceful, dynamic and substantial laser products company in the world.
Charles D. Winston, President and Chief Executive Officer of General Scanning Inc., who will become the Chief Executive Officer of GSI <%=company%> Inc. stated that, "the technological, sales and customer support capabilities of the combined companies should have a positive impact on the industrial laser systems market. The combined resources will allow us to more quickly and effectively expand the applications for laser systems to better serve our existing customers and to direct a broader array of products and services to new customers."
"GSI <%=company%> Inc. will have far greater potential for long-term growth with better market and product diversity than either company on its own." said Warren Scott Nix, President and Chief Executive Officer of <%=company%> Inc., who will become President and Chief Operating Officer of GSI <%=company%> Inc. "For shareholders of both companies, we believe that a merger of equals between our two companies is occurring at an ideal time in the business cycle. The increased financial resources and synergistic efficiencies of the combined companies will result in a stronger enterprise able to compete more effectively worldwide.
" The Board of Directors of the combined companies will be made up of equal representation from members of both <%=company%> Inc. and General Scanning Inc. current Boards. Robert J. Atkinson, <%=company%> Inc. Chairman, will be the Chairman of the Board of GSI <%=company%> Inc.
"Given the fact we have very little competitive overlap but operate in similar markets with complementary technologies, we anticipate significant cross selling, manufacturing and product development opportunities," said Nix.
General Scanning Inc., headquartered in Watertown, MA, develops and manufactures a broad line of laser systems for a wide range of applications in the semiconductor, electronics, aircraft and medical industries. In addition, the Company produces a line of laser subsystems and components, which are used in the Company's own systems as well as sold to other manufacturers of laser systems. General Scanning also designs and manufactures, under ISO 9001 certification, a line of thermal printers for leading medical instrument companies. For more information about General Scanning, visit the Company on the Internet at http:/www.genscan.com.