Merger of Luna and API is approved
11 Maio 2015 - 10:30AM
Business Wire
Combined company has stronger market and
financial position
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., a leading supplier
of optoelectronic sensors, devices, and instrumentation for the
telecommunications, defense, medical, and industrial markets
announced on Friday that they have completed their merger. In their
annual meeting on Friday, May 8, 2015, Luna’s stockholders approved
the issuance of 0.31782 shares of Luna common stock to API
stockholders for each share of their API common stock. API’s
stockholders approved the merger in a separate special API
stockholder meeting. The merger received overwhelmingly positive
response from stockholders, with over 99% of Luna’s voting
stockholders and over 98% of API’s voting stockholders supporting
the transaction.
“This merger has created a company with a stronger position as a
leader in optical technology and provides improved opportunities
for accelerated growth,” said Luna president and CEO My Chung. “We
look forward to working with the talented team at API as we build a
dynamic company with even greater potential.”
The merger essentially doubles the revenue base of each of the
companies stand-alone, provides the opportunity to leverage a
shared infrastructure and achieve significant cost savings by
combining two public companies into one.
The company will build from a strong foundation of products -
Luna’s core Test & Measurement products, and API’s High Speed
Optical Receivers and Optosolutions products. The combined product
lines will strengthen the merged company’s position in the
marketplace by offering more for each customer, creating a
significantly stronger company. This solid combined revenue base
will enable continued investment in each of their identified growth
opportunities- Luna’s strain & temperature sensing business and
API’s Terahertz sensing systems. Additionally, their contract
research and engineering teams will continue to develop a pipeline
of new technologies for future commercialization.
In connection with the Merger, Luna also entered into a new $6
million term debt agreement with Silicon Valley Bank (“SVB”). The
new four year term debt replaces all of the outstanding loans of
API and Luna prior to the completion of the Merger. The new loan is
to be repaid in 48 monthly installments, bears interest at the rate
of prime plus 2%, is secured by substantially all of the company’s
assets, and is subject to customary covenants, including the
maintenance of certain minimum liquidity ratios.
Luna will keep its headquarters in Roanoke, VA, moving into its
newly renovated downtown space in the Parkway 301 Building. My E.
Chung continues as president and CEO of the combined company and a
member of the board of directors. The board of directors has been
expanded to seven seats composed of Richard W. Roedel as chairman,
John B. Williamson III, Michael W. Wise, Donald Pastor, Gary J.
Spiegel and Ed J. Coringrato Jr.
About Luna and API
Luna (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.
Luna is now the parent of API (www.advancedphotonix.com), which 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: 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. The Terahertz sensor product line
is targeted to the Process Control (including through
non-destructive testing) and Security markets. API’s 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.
Optosolutions focuses on enabling manufacturers to measure physical
properties, including temperature, particular counting, color, and
fluorescence for Medical, Homeland Security and Process Control
applications.
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 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 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, except as required by law.
Investor contact:Luna Innovations IncorporatedDale
Messick, 1.540.769.8400IR@lunainc.com
Luna Innovations (NASDAQ:LUNA)
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