Advanced Photonix, Inc. Announces Definitive Agreement to Purchase Picometrix Inc.CAMARILLO, Calif -- Advanced Photonix, Inc.(R) (AMEX AMEX See: American Stock Exchange :API), a leading supplier of innovative, silicon-based optoelectronic solutions to a worldwide OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and customer base, today announced that it had signed a merger agreement to acquire Picotronix Inc., a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. located in Ann Arbor Ann Arbor, city (1990 pop. 109,592), seat of Washtenaw co., S Mich., on the Huron River; inc. 1851. It is a research and educational center, with a large number of government and industrial research and development firms, many in high-technology fields such as , Mich., doing business as Picometrix. The transaction is anticipated to close in April subject to customary closing conditions, including American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. listing of API shares to be issued in connection with the transaction. Picometrix is a developer and manufacturer of ultra high-speed photoreceivers used in telecommunication, data communication, and test & measurement markets and terahertz ter·a·hertz n. Abbr. THz One trillion (1012) hertz. Noun 1. terahertz - one trillion periods per second THz instrumentation for scientific, industrial, and defense/homeland security markets. Its unaudited 2004 financial statements reflect revenues of $7.5 million (as compared to $3.5 million for the prior year), net income of $500,000 (as compared to a loss of $1.1 million in the prior year), and long-term liabilities Long-Term Liabilities Recorded on the balance sheet, a company's liabilities for leases, bond repayments and other items due in more than one year. Notes: A company's long-term liabilities are accounted for by its debt obligations to other parties which last longer than of approximately $7 million and positive working capital of approximately $2 million as of December 31, 2004. The purchase price is $3,500,000 in cash, four-year API promissory notes in the aggregate principal amount of $2,900,500, and 2,575,000 shares of API Class A Common Stock. Upon the signing of the Agreement, API agreed to provide a loan to Picometrix in the amount of approximately $4,200,000, the proceeds of which are to be used to prepay existing long-term indebtedness of Picometrix to a third party. Richard (Rick) Kurtz, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , stated, "We are pleased to add the Picometrix portfolio of technology, customers, and employees to the API family. Picometrix will significantly expand API's position in the telecom and test & measurement markets. Picometrix brings design experience and processing expertise in III-V semiconductor materials Semiconductor materials are insulators at absolute zero temperature that conduct electricity in a limited way at room temperature (see also Semiconductor). The defining property of a semiconductor material is that it can be doped with impurities that alter its electronic properties , namely Gallium Arsenide An alloy of gallium and arsenic compound (GaAs) that is used as the base material for chips. Several times faster than silicon, it is used in high frequency applications such as cellphones, DVD players and fiber optics. (GaAs) and Indium Phosphide phosphide Any of a class of chemical compounds in which phosphorous is combined with a metal. Phosphides exhibit a wide variety of chemical and physical properties. Phosphides that are rich in metal have high melting points and are hard, brittle, and chemically inert; these (InP). These materials give API additional optoelectronic sensing capabilities and solutions to offer our target markets. The added benefit of Picometrix's proprietary Terahertz sensor technology supports our goal of building on our manufacturing capabilities to provide complete, value-added, sensor-based product offerings." Paul Ludwig, President of Advanced Photonix, Inc., stated, "This is an exciting day at API as we join forces with Picometrix. This acquisition supports our stated strategy to broaden our technology portfolio so we can better serve our chosen markets. Picometrix provides world-class detector technology, specifically the highest performing 40Gb PIN detector and 10Gb APD APD atrial premature depolarization (see atrial premature complex, under complex ); pamidronate. available in the market. These technologies are excellent complements to our silicon-based detector offerings. We are delighted to bring Rob Risser and Steve Williamson Steve Williamson (born June 28 1964 in London) is an English jazz musician (tenor saxophone, soprano saxophone, alto saxophone, keyboard sowie composition). Williamson began playing saxophone at the age of 16 and played in Reggae bands. into our leadership team. We will work to accelerate their growth opportunities in the telecom sector and leverage this technology into our existing military, medical, and industrial customer bases." Rob Risser, CEO of Picometrix Inc., stated: "As Picometrix, we endured the telecom restructuring and continued to make the necessary R&D investments, creating the most advanced receiver product offerings on the market, and can now take advantage of API's sales and marketing capabilities to accelerate penetration in the recovering telecom sector and API's core markets. The merger into publicly held API also increases the resources available to accelerate our Terahertz (T-Ray(TM)) product/application development to exploit the rapidly developing terahertz markets of homeland security and industrial non-destructive testing. This builds on our leadership in T-Ray(TM) technology and creates the only public company with a broad Terahertz offering. We look forward to helping create an API with leading-edge technology and products used by a worldwide customer base." About Advanced Photonix, Inc.: Advanced Photonix, Inc. is engaged in the development and manufacture of custom optoelectronic solutions, serving a variety of global original equipment manufacturer (OEM) markets. While the Company specializes in silicon-based custom photodiode A light sensor (photodetector) that allows current to flow in one direction from one side to the other when it absorbs photons (light). The more light, the more the current. Used to detect light pulses in optical fibers and other light-sensitive applications, it works the opposite of a assemblies, its product families range from custom light detection assemblies, including its Avalanche Photodiode technology, to light-emitting diode assemblies. The Company is based in Camarillo, and is traded on the AMEX under the symbol "API." About Picometrix Picometrix has been a leading vertically integrated supplier of high-speed optical receiver components since 1992 and terahertz instrumentation since 1997. The optical receiver product line addresses the entire range of 2.5Gb/s through 40Gb/s optical communication & test and measurement applications covering 400nm to 1650nm in wave length. Picometrix terahertz technology is in systems & instruments for scientific, industrial, and homeland security and defense markets. The company is a leader in: III-V epitaxial growth, photodetector A device that senses light. It uses the principle of photoconductivity, which is exhibited in certain materials that change their electrical conductivity when exposed to light. See photoelectric, photocell and photodiode. and terahertz sensor design and microfabrication, high-speed microwave packaging, hybrid circuit assembly, opto-mechanical assembly, and high-speed testing. Picometrix is based in Ann Arbor. The information contained herein includes forward-looking statements that are based on assumptions that management believes to be reasonable but are subject to inherent uncertainties and risks, including, but not limited to, risks associated with the integration of newly acquired businesses, unforeseen technological obstacles which may prevent or slow the development and/or manufacture of new products, limited (or slower than anticipated) customer acceptance of new products which have been and are being developed by the Company, the availability of other competing technologies, a decline in the general demand for optoelectronic products, and changes in domestic and international economic conditions, including fluctuations in short-term and long-term interest rates. |
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