Union Miniere and Laser Power Corporation Agree to All Cash Merger at $4.40; Laser Power's Board Rejects II-VI's Offer.Business Editors BRUSSELS, Belgium and SAN DIEGO--(BUSINESS WIRE)--June 19, 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 Corporation (Nasdaq:LPWR) today announced that Laser Power has accepted the terms of Union Miniere's revised merger proposal and that Laser Power will merge with Union Miniere. After further discussions with Laser Power Corporation, Union Miniere modified the terms of its revised offer of June 16, 2000 and agreed to pay to Laser Power's stockholders $4.40 per share, all in cash, for each outstanding share of Laser Power common stock. The Laser Power Board of Directors determined that Union Miniere's revised offer of $4.40 per share all in cash was equivalent to the offer from II-VI Corporation and that Laser Power will merge with and into Union Miniere USA Inc.'s ("UMI UMI University Microfilms International UMI United States Minor Outlying Islands (ISO Country code) UMI University of Miami UMI Universal Management Infrastructure (IBM) ") wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. ACEC ACEC American Council of Engineering Companies (formerly American Consulting Engineers Council) ACEC American Consulting Engineers Council (now American Council of Engineering Companies) , Inc. Union Miniere and Laser Power will amend today the Merger Agreement to reflect the terms of the new offer. Union Miniere will commence the tender offer for all of the outstanding shares of Laser Power common stock by July 3, 2000. All other terms under the Merger Agreement will remain the same. Laser Power also notified II-VI that it has rejected II-VI's offer and instead will merge with UMI's wholly owned subsidiary, ACEC, Inc. 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 scribe n. 1. A public clerk or secretary, especially in ancient times. 2. A professional copyist of manuscripts and documents. 3. A writer or journalist. 4. See scriber. v. 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. 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 A type of glass that uses chalcogen (pronounced "kal-ko-gen") elements such as sulfur, selenium and tellurium. It functions like normal glass, but has the unique property of being able to interact with both photons and electrons. . 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 Corporation 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 Corporation, 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 website at www.sec.gov. PROFILE Union Miniere (UM) is an international metals and materials group, which strives to obtain leadership positions in selected markets. Its activities are centred on 3 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, . To ensure a rapid response to market openings, each business group is divided into several business units. The UM Group 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. The underlying principles of UM's strategy across the various business groups are a commitment to technological innovation, operational excellence, recycling and environmental responsibility. The Group 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. UM currently employs some 8,000 people. |
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