Merger of Luna Innovations Incorporated and
Advanced Photonix, Inc. will result in stronger market and
financial positions
Luna Innovations Incorporated (NASDAQ: LUNA), which develops and
manufactures fiber optic sensing and test & measurement
products for the telecommunications, aerospace, automotive, energy,
and defense markets and Advanced Photonix, Inc. (NYSE MKT: API), a
leading supplier of optoelectronic sensors, devices, and
instrumentation for the telecommunications, defense, medical, and
industrial markets today announced their agreement to merge.
The combined company, which will keep the Luna name and be
headquartered in Roanoke, Va., will provide greater capability
across a broader market base, with a strong balance sheet and
potential operating synergies. The merged company will have pro
forma combined revenue for the 12 months ended September 30, 2014
of approximately $49.9 million, compared to Luna’s historical
revenues of $20.0 million for the 12 months ended September 30,
2014. Combined with the cost savings from only a single public
company infrastructure, Luna will thus be fundamentally better
positioned for improved profitability. The combined company will
have significant intellectual property protection for the many
technologies in its combined product portfolio, with over 200
patents and patent applications.
The combined company will have a strong foundation from Luna’s
core test & measurement products and API’s High Speed Optical
Receiver (HSOR) and Optosolutions product lines, enabling continued
investment in the growth of areas such as Luna’s strain &
temperature sensing business and API’s next generation of receivers
and detectors.
Additionally, the combined company plans to continue developing
a pipeline of technologies for future commercialization in Luna’s
Technology Development Division and API’s Terahertz operations.
“This merger will enable us to provide even greater capability
across a broadened market base, providing improved opportunity for
growth,” said Luna President and CEO My Chung. “Joining forces with
a company like API will help us accelerate our path to
profitability.”
“We look forward to working with Luna to create a dynamic
company with greater potential,” said Donald Pastor, Chairman of
the Board for API. “We are very proud of the technology, products
and markets that we’ve developed at API, and are excited at the
prospect of what we may be able to do together with the talented
team at Luna.”
Richard Kurtz, CEO of API, added, “The merger of our two
companies provides significant opportunity for growth. The combined
product lines will strengthen the merged company’s position in the
marketplace by offering more for each customer.”
“We’re creating a significantly stronger company by combining
Luna’s proven technology with API’s components and subsystems,”
stated Richard Roedel, Luna’s Chairman of the Board.
At the closing of the merger, API stockholders will receive
shares of Luna common stock at a ratio of 0.31782 shares of Luna
common stock for each share of API common stock owned by them. Luna
will be filing a Registration Statement on Form S-4, containing a
joint proxy statement/prospectus, with the SEC. Following the
effectiveness of the registration statement and after mailing the
joint proxy statement/prospectus to current stockholders, API and
Luna will each hold stockholder meetings for approval of the merger
and related matters.
My E. Chung will continue as CEO of the combined company and a
member of the board of directors. The board of directors will be
expanded to seven seats and will be composed of three directors
designated by Luna’s board of directors, who will include Richard
W. Roedel as chairman, John B. Williamson III and Michael W. Wise,
and three directors designated by API’s board of directors, who
will include Donald Pastor, Gary J. Spiegel and Ed J. Coringrato
Jr.
My Chung and Dale Messick, Luna’s Chief Financial Officer, along
with Rick Kurtz, API’s CEO and Rob Risser, API’s COO will host a
conference call with investors on Tuesday, February 3, 2015 at 9:00
a.m. (EST) to discuss the transaction. The conference call will be
available via live webcast on the Luna website at www.lunainc.com
under the tab “Investor Relations.” To participate by telephone,
the domestic dial-in number is 877.546.5020 and the
international dial-in number is 857.244.7552. The
participant access code is 13673034. Investors are advised
to dial in at least five minutes prior to the call to register. The
webcast will be archived on Luna’s and API’s respective websites
under “Webcasts and Presentations” for 30 days following the
conference call.
About Luna
Luna Innovations Incorporated (www.lunainc.com) is a public
company composed of scientists, engineers, and business
professionals developing and manufacturing a new generation of
technologies and products. It has been successful in taking
innovative technologies from applied research to product
development and ultimately to the commercial market, driving
breakthroughs in fields such as aerospace, automotive,
telecommunications, healthcare, energy, and defense.
About API
Advanced Photonix, Inc.® (NYSE MKT: API) is a leading supplier
of optoelectronic sensors, devices and instruments used by Test and
Measurement, Process Control, Medical, Telecommunication and
Homeland Security markets. API has three product lines:
Optosolutions focuses on enabling manufacturers to measure physical
properties, including temperature, particular counting, color, and
fluorescence for Medical, Homeland Security and Process Control
applications. The Terahertz sensor product line is targeted to the
Process Control, to enable quality control, and Security markets
through nondestructive testing. The T-Gauge® sensor can measure
subsurface physical properties, like multi-layers thicknesses,
density, moisture content, anomaly detection and some chemical
features, online and in real time. High-Speed Optical Receiver
(HSOR) products are used by the telecommunication market in both
telecommunication equipment and in test and measurement equipment
utilized in the manufacturing of telecommunication equipment. For
more information visit www.advancedphotonix.com.
Forward Looking Statements
This release includes information that constitutes
“forward-looking statements” made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995
that involve risk and uncertainties. These statements include our
expectations regarding the completion of the merger, the prospects
of the combined company and the companies’ future growth, as well
as the potential synergies from the proposed merger and the future
profitability of the combined company. Management cautions the
reader that these forward-looking statements are only predictions
and are subject to a number of both known and unknown risks and
uncertainties, and actual results, performance, and/or achievements
of the companies may differ materially from the future results,
performance and/or achievements expressed or implied by these
forward-looking statements as a result of a number of factors.
These factors include, but are not limited to: the approval of the
merger and related matters by the companies’ respective
stockholders and satisfaction of other closing conditions of the
merger; the uniqueness and advantages of Luna’s or API’s technology
and intellectual property; potential costs savings and synergies
from the merger; potential for greater profitability; potential for
future commercialization of their technologies; the competitive
advantage afforded by Luna’s or API’s technology; the potential
efficacy of Luna’s or API’s technology; and growth potential of
certain markets. Statements that describe the companies’ business
strategies, goals, prospects, opportunities, outlook, plans or
intentions are also forward-looking statements. Uncertainties
regarding technical and scientific difficulties, issues that might
arise in any particular business relationship and other risks and
uncertainties are set forth in the companies’ periodic reports and
other filings with the Securities and Exchange Commission. Such
filings are available at the SEC's website at http://www.sec.gov,
and at the companies’ websites at http://www.lunainc.com and
http://www.advancedphotonix.com. The
statements made in this release are based on information available
to the companies as of the date of this release and Luna and API
undertake no obligation to update any of the forward-looking
statements after the date of this release.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction in
connection with the transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Important Additional Information Will
Be Filed with the SEC
Luna will file with the SEC a registration statement on Form S-4
that will include the joint proxy statement of Luna and API that
also constitutes a prospectus of Luna. Luna and API plan to mail
the joint proxy statement/prospectus to their respective
stockholders in connection with the transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LUNA, API, THE
TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the joint proxy statement/prospectus and other documents filed with
the SEC by Luna and API through the website maintained by the SEC
at www.sec.gov. In addition, investors and stockholders will be
able to obtain free copies of the joint proxy statement/prospectus
and other documents filed by Luna with the SEC by contacting Luna
at One Riverside Circle, Suite 400, Roanoke, Virginia 24016,
Attention: Investor Relations or by calling 540-769-8400, and will
be able to obtain free copies of the joint proxy
statement/prospectus and other documents filed by API by contacting
API at 2925 Boardwalk Drive, Ann Arbor, Michigan 48104, Attention:
Investor Relations or by calling 734-864-5699.
Participants In the
Solicitation
Luna and API and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the respective stockholders of Luna and API in respect
of the transaction described in the joint proxy
statement/prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the respective stockholders of Luna and API in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. Information
regarding Luna's directors and executive officers is contained in
Luna’s Annual Report on Form 10-K for the year ended December 31,
2013 filed with the SEC on April 10, 2014 and its proxy statement
on Schedule 14A, filed with the SEC on April 15, 2014, which are
filed with the SEC. Information regarding API’s directors and
executive officers is contained in API’s Annual Report on Form 10-K
for the year ended March 31, 2014 and its proxy statement on
Schedule 14A, filed with the SEC on July 11, 2014.
Luna Innovations IncorporatedDale Messick,
1-540-769-8400IR@lunainc.com
Luna Innovations (NASDAQ:LUNA)
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