SANTA CLARA, Calif., Feb. 21 /PRNewswire-FirstCall/ -- Coherent, Inc.
(Nasdaq: COHR) today announced that it has entered into a definitive agreement
to acquire Excel Technology, Inc. (Nasdaq: XLTC), a manufacturer of
photonics-based solutions, consisting of laser systems and electro-optical
components, primarily for industrial, commercial, and scientific applications.
The acquisition will be an all-cash transaction at a price of $30.00 per
share of Excel Technology, Inc. common stock, for a total approximate offer
value of $376 million before fees and transaction costs. Coherent intends to
pay the aggregate purchase price through a combination of available cash and
external financing. The completion of the acquisition is subject to customary
closing conditions, including the approval by Excel Technology, Inc.
shareholders, and regulatory approvals, and is expected to close in the third
fiscal quarter of 2006. On a non-GAAP basis, excluding the impact of any
acquisition and purchase accounting related charges, the transaction is
expected to be modestly accretive to Coherent for the fourth quarter of fiscal
year 2006 and has the potential to be meaningfully accretive for the first
full fiscal year ending September 2007.
"Over the last several months, we have been highlighting the long-term
growth potential of the materials processing market as well as the need for
consolidation in the photonics industry," said John Ambroseo, President and
Chief Executive Officer of Coherent, Inc. "The acquisition of Excel Technology
addresses both points. The combined product portfolio provides the broadest
set of materials processing solutions from components, to lasers, to
subsystems, and systems. In addition, we will be able to offer the most
comprehensive application and process development capabilities in the
industry. These factors should lead to wider market penetration. We expect
to augment these customer benefits with an enhanced cost of ownership
resulting from economies of scale in distribution, R&D, administration and
supply chain. We believe our shareholders will benefit from the accretive
nature of this transaction," Ambroseo added.
Antoine Dominic, Excel Technology, Inc.'s President and Chief Executive
Officer commented, "The continuing evolution of the photonics industry favors
companies that can drive rapid product and application development while
improving their own fundamentals. While Excel Technology has done this well
over recent years, by joining forces with a laser industry leader like
Coherent, market penetration and adoption can be accelerated. This is
especially true since we have a similar vision for the materials processing
market."
For the twelve months ended December 31, 2005, Excel Technology, Inc. had
revenues of $137.7 million and net income of $15.2 million. Orders during
that same time period exceeded $144 million and backlog at the end of Excel's
fourth quarter was $33.0 million. On December 31, 2005, Excel Technology,
Inc. had $50.3 million in cash and investments and no debt.
Merrill Lynch & Co. acted as exclusive financial advisor and Wilson
Sonsini Goodrich & Rosati P.C. acted as exclusive legal advisor to Coherent,
Inc. in connection with the transaction.
The Company has scheduled a listen-only conference call for 5:00 p.m. E.T.
time today that can be accessed by dialing 800-479-9001 and will be webcast
with slides at http://www.coherentinc.com/Investors/ or
http://www.earnings.com .
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act
The statements in this press release that relate to future plans, events
or performance, including statements such as the method for payment of the
aggregate purchase price, the transaction is expected to be accretive on a
non-GAAP basis for any periods of fiscal year 2006 and fiscal year 2007, our
shareholders stand to gain from the accretive potential of this transaction,
as well as the acquisition should lead to wider market penetration are
forward-looking statements. Factors that could cause actual results to differ
materially include risks and uncertainties, including risks associated with
integration of the two companies following the closing of the acquisition, the
ability of the Company to compete in this marketplace, to currency
adjustments, contract cancellations, manufacturing risks, competitive factors,
and uncertainties pertaining to customer orders, demand for products and
services, and development of markets for the Company's products and services
and other risks identified in the Company's SEC filings, in particular the
Company's most recent 10-Q filed on February 8, 2006. Actual results, events
and performance may differ materially. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to update these
forward-looking statements as a result of events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Readers are encouraged to refer to the risk disclosures described in the
Company's reports on Forms 10-K, 10-Q and 8K, as applicable.
Excel and its wholly owned subsidiaries manufacture and market
photonics-based solutions, consisting of laser systems and electro-optical
components, primarily for industrial/commercial and scientific applications.
Founded in 1966, Coherent, Inc. is a Standard & Poor's SmallCap 600
company and a world leader in providing photonics based solutions to the
commercial and scientific research markets. Please direct any questions to
Peter Schuman, Director Investor Relations at 408-764-4174. For more
information about Coherent, visit the Company's Web site at
http://www.coherent.com/ for product and financial updates.
SOURCE Coherent, Inc.
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Related links:
http://www.coherent.com
CONTACT:
Peter Schuman of Coherent, Inc.,
+1-408-764-4174
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