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Union Miniere and Laser Power Corp. Agree to All Cash Merger.


Business Editors and High-Tech Writers

BRUSSELS, Belgium and SAN DIEGO--(BUSINESS WIRE)--June 1, 2000

Union Miniere S.A. (Brussels Stock Exchange Brussels Stock Exchange (BSE)

Stock exchange that handles the majority of securities transactions in Belgium.
:UNIM UNIM Union Nationale pour les Intérêts de la Médecine ) and Laser Power Corp. (Nasdaq:LPWR) Friday announced the signing of a definitive merger agreement.

Under the terms of the merger agreement, Union Miniere USA Inc., ("UMI UMI University Microfilms International
UMI United States Minor Outlying Islands (ISO Country code)
UMI University of Miami
UMI Universal Management Infrastructure (IBM) 
"), a wholly-owned subsidiary of Union Miniere S.A. ("UM"), will merge with Laser Power and, as a first step, will launch a tender offer in June for all of the outstanding shares of Laser Power at $4 per share, or approximately $38.7 million. The transaction has been unanimously approved by the boards of UMI and Laser Power. UMI has maintained a minority beneficial interest in the equity of LPC (language) LPC - A variant of C designed ca 1988 to program LP MUDs.  since 1987 and currently holds 957,795 shares, which represents a shareholding of approximately 10% in LPC.

The merger is conditioned upon, among other things, the approval of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Department of Defense and the Committee on Foreign Investments in the United States.

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.

UM is an international metals and materials group, which strives to obtain leadership positions in selected markets. Its activities are centered on three main business groups: Copper & Precious Metals Precious Metals

Valuable metals such as gold, iridium, palladium, platinum, and silver.

Notes:
Investing in precious metals can be done either by purchasing the physical asset, or by purchasing futures contracts for the particular metal.
, Zinc and Advanced Materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics, . UM has industrial operations in Europe, North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Asia and Africa and serves a global customer base through an international sales network with offices in more than 25 countries. UM generated a turnover of EUR EUR

In currencies, this is the abbreviation for the Euro.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 3.2 billion in 1999 and currently employs some 8,000 people.

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 germanium (jərmā`nēəm) [from Germany], semimetallic chemical element; symbol Ge; at. no. 32; at. wt. 72.59; m.p. 937.4°C;; b.p. 2,830°C;; sp. gr. 5.323 at 25°C;; valence +2 or +4.  lenses, zinc selenide Zinc selenide (ZnSe), is a light yellow binary solid compound. It is an intrinsic semiconductor with a band gap of about 2.7 eV at 25 °C. It has a standard enthalpy of formation of 177.6 kJ/mol at 25 °C. It adopts a Zincblende lattice structure with lattice constant a=566.  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."

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 Corp. 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 Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 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 Corp., 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 Web site at www.sec.gov.
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Publication:Business Wire
Geographic Code:1USA
Date:Jun 2, 2000
Words:728
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