II-VI Counters Union Miniere's Offer to Laser Power

PITTSBURGH, June 5 -- In a move to outbid Union Miniere, II-VI Inc. has offered to purchase all of Laser Power's outstanding stock: each share receiving .052 shares of II-VI common stock as well as $2.32 in cash. This would equal a value of $4.25 per share based on the closing market price of II-VI common stock on June 2, 2000. This represents a premium over the offer made by Union Miniere.
II-VI guaranteed a floor price of $4.05 per share to be paid with a combination of cash to Laser Power's stockholders. This price is to be paid with a combination of cash and/or II-VI stock if the volume weighted average trading price of II-VI common stock is below $33.27 per share for the 20 trading days before the closing of the exchange offer. The offer has a ceiling of $5.00 per share.
Our offer represents substantially greater value for Laser Power's stockholders than Union Miniere's current proposal with appropriate downside protection, said Fran Kramer, president and COO of II-VI. Our transaction is in the best interests of both Laser Power's and II-VI's stockholders. We think the potential synergies of the transaction are significant. We believe that the transaction will result in increased operating efficiencies and productivity.