II-VI, Laser Power go public with acquisition
Under the terms of the merger agreement with II-VI, II-VI Acquisition Corp., a wholly-owned subsidiary of II-VI, will merge with and into Laser Power. As a first step, II-VI Acquisition Corp. will commence an exchange offer to purchase each outstanding share of Laser Power common stock for .052 of a share of II-VI common stock and $2.89 per share in cash, subject to the minimum and ceiling prices described below. Based on the closing market price of II-VI common stock on June 27, 2000, the value of this offer to Laser Power's stockholders is approximately $5.37 per share, or approximately $52.0 million in the aggregate.
The number of shares of II-VI common stock issued in exchange for each share of Laser Power common stock will be adjusted as follows. II-VI has agreed to pay a minimum of $5.15 per share for each share of Laser Power common stock validly tendered and not properly withdrawn. The value of the II-VI stock component of the offer is to be based on the volume weighted average trading price of II-VI common stock for the 12 trading days prior to the closing of the offer. As a result, if that volume weighted average trading price of II-VI common stock is less than $43.46 per share, the proposed stock and cash offer would be less than $5.15 per share if not adjusted and, therefore, II-VI will need to offer additional shares or cash in order to provide the minimum consideration.
Similarly, the II-VI offer is subject to a ceiling price of $5.65 per share for each share of Laser Power common stock validly tendered and not properly withdrawn. Consequently, if that volume weighted average trading price of II-VI common stock exceeds $53.08 per share, the proposed stock and cash offer would be more than $5.65 per share if not adjusted and, therefore, in that instance II-VI will pay $2.89 net in cash and an adjusted number of shares of II-VI common stock so that the aggregate consideration equals $5.65 per share for each share of Laser Power common stock.
Following the exchange offer, II-VI will effect a merger in which the non- tendering stockholders of Laser Power will receive the same consideration paid in the exchange offer. The transaction will be taxable to the Laser Power stockholders.
The transaction has been unanimously approved by the boards of II-VI and Laser Power. II-VI currently holds 1,252,100 shares of Laser Power common stock, which represents approximately 13% of Laser Power's outstanding common stock.