ANN ARBOR, Mich., Feb. 2, 2015 /PRNewswire/ -- Advanced
Photonix® (NYSE MKT: API), a leading supplier of
optoelectronic sensors, devices, and test and measurement
instrumentation for the telecommunications, defense, industrial,
and medical markets and 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, today announced their
agreement to merge.
At the closing of the merger, API stockholders will receive
shares of Luna common stock at a ratio of 0.31782 for each share of
API common stock owned by them. Luna and API will be filing a
Registration Statement on Form S-4, containing a joint proxy
statement/prospectus with the SEC. After mailing the joint proxy
statement/prospectus to current stockholders, API and Luna will
each hold stockholder meetings for approval of the merger and
issuance of Luna stock, respectively.
The combined company 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 API's historical
revenues of $29.9 million for the 12
months ended September 30, 2014. The
cost savings resulting from a single public company infrastructure
will fundamentally better position the combined company for
improved profitability. The combined company will have significant
intellectual property protection for the many technologies in its
product portfolio, with over 200 patents and patent
applications.
The combined company will have a strong foundation from API's
High Speed Optical Receiver (HSOR) and Optosolutions product lines
and Luna's core test & measurement products, 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.
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."
"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."
"We're creating a significantly stronger company through the
combination of Luna's proven technology with API's components and
subsystems," stated Richard Roedel,
Luna's Chairman of the Board.
The combined company will keep the Luna name and be
headquartered in Roanoke, Va. with
My E. Chung remaining as CEO and a
member of the board of directors. The board of directors will be
expanded to seven seats (6 independent directors plus the CEO) 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 (all of whom currently serve on the Board of Luna), and
three directors designated by API's board of directors, who will
include Donald Pastor, API's
non-executive Chairman, and Gary J.
Spiegel and Ed J. Coringrato
Jr. Messrs. Spiegel and Coringrato, who have no prior
association with API, formerly served as the Senior Vice President
of Newport Corporation and the CEO of CyOptics Inc.,
respectively.
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 Advanced Photonix, Inc.
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
Defense markets. API has three product lines: 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. Optosolutions focuses on enabling manufacturers to
measure physical properties, including temperature, particular
counting, color, and fluorescence for Medical and Process Control
applications. The Terahertz sensor product line is targeted at the
industrial Process Control and quality control markets through
nondestructive testing and can measure subsurface physical
properties, like multi-layers thicknesses, density, moisture
content, anomaly detection and some chemical features, online and
in real time. For more information visit
www.advancedphotonix.com.
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.
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. 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 API's or Luna's technology and
intellectual property; potential costs savings and synergies from
the merger; potential for profitability; potential for future
commercialization of their technologies; the competitive advantage
afforded by API's or Luna's technology; the potential efficacy of
API's or Luna'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.advancedphotonix.com
and http://www.lunainc.com. The statements made in this release are
based on information available to the companies as of the date of
this release and API and Luna 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. API and Luna 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 API and Luna 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 API by contacting API at 2925
Boardwalk Drive, Ann Arbor,
Michigan 48104, Attention: Investor Relations or by calling
734-864-5600, and 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.
Participants In the Solicitation
API and Luna and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the respective
stockholders of API and Luna 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 API and Luna 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 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. 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.
CONTACT: ir@advancedphotonix.com
RELATED LINKS: http://www.advancedphotonix.com,
http://www.lunainc.com
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SOURCE Advanced Photonix, Inc.