BILLERICA, Mass., April 26 /PRNewswire-FirstCall/ -- GSI Lumonics Inc.,
(Nasdaq: GSLI and TSX: GSI), a major supplier of precision motion components,
laser and laser systems, today announced that in connection with its upcoming
annual and special meeting of shareholders to be held on May 26, 2005 at 9:00
a.m. EDT at the Bedford Renaissance Hotel in Bedford, Massachusetts (the
"Shareholders Meeting") its Board of Directors has agreed to submit the
following special matter to a vote of shareholders:
* Adoption of a Shareholder Rights Plan (the "Rights Plan")
Shareholder Rights Plan
The Rights Plan has been adopted by the Board of Directors to ensure the
fair treatment of shareholders in connection with any take-over offer for the
Company, and to provide the Board of Directors and shareholders with
additional time to fully consider any unsolicited take-over bid. The Rights
Plan will also provide the Board of Directors more time to pursue, if
appropriate, other alternatives to maximize shareholder value.
The Rights Plan has conditionally been approved by the Toronto Stock
Exchange and is subject to approval by shareholders at the Shareholders
Meeting. If approved by shareholders, the Rights Plan will take effect as of
April 22, 2005 and will have an initial term of three years.
The Company is not adopting the Rights Plan in response to any specific
proposal to acquire control of the Company. The Rights Plan is similar to
plans adopted by other Canadian companies and approved by their shareholders.
The Rights Plan is not intended to prevent take-over bids. Under the
Rights Plan, those bids that meet certain requirements intended to protect the
interest of all shareholders are deemed to be "Permitted Bids". Permitted
Bids must be made by way of a take-over bid circular prepared in compliance
with applicable securities laws and remain open for sixty days.
In the event a take-over bid does not meet the Permitted Bid requirements
of the Rights Plan, the Rights will entitle shareholders, other than any
shareholder or shareholders making the take-over bid, to purchase additional
common shares in the Company at a substantial discount to the market value at
the time.
Certain statements in this news release may constitute forward-looking
statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the United States Securities Act
of 1933 and Section 21E of the United States Securities Exchange Act of 1934.
These forward-looking statements may relate to anticipated financial
performance, management's plans and objectives for future operations, business
prospects, outcome of regulatory proceedings, market conditions, tax issues
and other matters. All statements contained in this news release that do not
relate to matters of historical fact should be considered forward-looking
statements, and are generally identified by words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "objective" and other
similar expressions. Readers should not place undue reliance on the forward-
looking statements contained in this news release. Such statements are based
on management's beliefs and assumptions and on information currently available
to management and are subject to risks, uncertainties and changes in
condition, significance, value and effect. Other risks include the fact that
the Company's sales have been and are expected to continue to be dependent
upon customer capital equipment expenditures, which are, in turn, affected by
business cycles in the markets served by those customers. Other factors
include volatility in the semiconductor industry, the risk of order delays and
cancellations, the risk of delays by customers in introducing their new
products and market acceptance of products incorporating subsystems supplied
by the Company, similar risks to the Company of delays in its new products,
our ability to continue to reduce costs and capital expenditures, our ability
to focus R&D investment and integrate acquisitions and other risks detailed in
reports and documents filed by the Company with the United States Securities
and Exchange Commission and with securities regulatory authorities in Canada.
Such risks, uncertainties and changes in condition, significance, value and
effect, many of which are beyond the Company's control, could cause the
Company's actual results and other future events to differ materially from
those anticipated. The Company does not, however, assume any obligation to
update these forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.
For more information contact:
Investor Relations, 613-224-4868, Ann Dempsey, (ext. 2#)
SOURCE GSI Lumonics Inc.
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Company News On-Call:
http://www.prnewswire.com/comp/107189.html
CONTACT:
Ann Dempsey, Investor Relations of GSI
Lumonics Inc., +1-613-224-4868, ext. 2#
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