BEDFORD, Mass., Aug. 20 /PRNewswire-FirstCall/ -- GSI Group Inc.
(Nasdaq: GSIG) announced today the expiration of the initial offering
period of the tender offer by its indirect wholly-owned subsidiary Eagle
Acquisition Corporation (EAC) for all outstanding shares of common stock of
Excel Technology, Inc. (Nasdaq: XLTC). The initial offering period expired,
as scheduled, at 12:00 midnight, New York City time, on Tuesday, August 19,
2008.
The depositary for the offer has advised GSI and EAC that, as of the
expiration of the initial offering period, a total of approximately
8,571,831 shares were validly tendered to EAC and not withdrawn (not
including shares delivered through notices of guaranteed delivery),
representing approximately 78.6% of the outstanding common stock of Excel.
EAC has accepted for payment all shares that were validly tendered during
the initial offering period.
GSI also announced that EAC has commenced a subsequent offering period
for all remaining shares of Excel common stock, to permit stockholders who
have not yet tendered their shares to do so. This subsequent offering
period will expire at 5:00 p.m., New York City time, on Tuesday, August 26,
2008, unless further extended. Any such extension will be followed by a
public announcement no later than 9:00 a.m., New York City time, on the
next business day after the subsequent offering period was scheduled to
expire.
The same $32.00 per share price offered in the initial offering period
will be paid during the subsequent offering period. All shares validly
tendered during this subsequent offering period will be immediately
accepted and payment will be made promptly after acceptance, in accordance
with the terms of the offer. Procedures for tendering shares during the
subsequent offering period are the same as during the initial offering
period with two exceptions: (1) shares cannot be delivered by the
guaranteed delivery procedure, and (2) pursuant to Rule 14d-7(a)(2)
promulgated under the Securities Exchange Act of 1934, as amended, shares
tendered during the subsequent offering period may not be withdrawn.
Pursuant to the terms of the previously announced merger agreement, GSI
expects to effect a merger of EAC with and into Excel. In the merger, EAC
will acquire all untendered Excel shares (other than those as to which
holders properly exercise appraisal rights) at the same $32.00 per share
price, without interest and less any required withholding taxes, that was
paid in the tender offer. As a result of the merger, Excel will become an
indirect wholly-owned subsidiary of GSI. GSI intends to complete the merger
as soon as practicable. If, as a result of additional shares tendered and
purchased in the subsequent offering period or otherwise, including through
the possible exercise by EAC of its "top-up" option, EAC becomes the owner
of at least 90% of the outstanding Excel shares, EAC will be able to
promptly effect the merger without the need for a meeting of or approval by
Excel's public stockholders. Excel stockholders who continue to hold their
shares at the time of the merger and fulfill certain other requirements of
Delaware law will have appraisal rights in connection with the merger.
About GSI Group Inc.
GSI Group Inc. supplies precision technology to the global medical,
electronics, and industrial markets and semiconductor systems. GSI Group
Inc.'s common shares are listed on Nasdaq (GSIG).
Contact:
Ray Ruddy
781-266-5873
rruddy@gsig.com
SOURCE GSI Group Inc.
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Related links:
http://www.gsig.com
http://www.prnewswire.com/comp/107189.html /
CONTACT:
Ray Ruddy of GSI Group Inc., +1-781-266-5873,
rruddy@gsig.com
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