Published:
GSI Group Accepts Shares in Tender Offer for Excel Technology and Commences Subsequent Offering Period
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shares were validly tendered to EAC and not withdrawn (not including shares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subsequent offering period may not be withdrawn.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 ofDelaware 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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