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II-VI Drops Plan to Acquire Zygo

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SAXONBURG, Pa., March 9, 2010 — II-VI Inc. announced today it is withdrawing its proposal to acquire optical metrology instruments maker Zygo Corp. for $10 per share, three weeks after Zygo's board unanimously rejected the offer.

Laser-optics materials maker II-VI presented the acquisition offer to Zygo on Jan. 5. At the time, it represented a 46 percent premium over the 30-day trading average of Zygo's shares, II-VI said. On Feb. 16 Zygo's board rejected the offer, saying it had only begun to see the benefits of recent initiatives to refocus on its core optical and metrology markets, and that its new CEO, Dr. Chris L. Koliopoulos, had only started on the job in January. (See Zygo Board Rejects II-VI Offer)

"We were surprised and disappointed that, despite the fact that our offer was at a substantial premium and that we were willing to permit each shareholder to opt for either cash or II-VI stock, it was dismissed without giving us the opportunity to discuss its merits directly with Zygo's board of directors," said II-VI President and CEO Francis J. Kramer. "We feel Zygo is a strong fit with II-VI's strategic plans and growth initiatives and strongly believe that the Zygo shareholders, customers and employees could have benefited from a combination with II-VI. Given the reluctance of Zygo's board of directors to share with us the prospects of their strategic plan for creating shareholder value and their unwillingness to even enter into discussions with us regarding our proposal, we have decided to withdraw our offer for Zygo and instead focus on our existing businesses and other strategic opportunities available to II-VI."

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Mar 2010
The science of measurement, particularly of lengths and angles.
Pertaining to optics and the phenomena of light.
acquisitionsBusinessChris KoliopoulosFrancis KramerII-VImetrologyopticalopticsproposalshareShareholderTest & MeasurementZygolasers

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