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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A INFORMATION |
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Proxy
Statement Pursuant to Section 14(a) of |
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Filed by the Registrant o |
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Filed by a Party other than the Registrant ý |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Excel Technology, Inc. |
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(Name of Registrant as Specified In Its Charter) |
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Coherent, Inc. |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Filed by Coherent, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Excel Technology, Inc.
Commission File No.: 0-19306
The following is a presentation made available in connection with a conference call by Coherent, Inc. on February 21, 2006 in connection with the Agreement and Plan of Merger dated February 20, 2006 by and among Coherent, Spider Acquisition Corporation and Excel Technology, Inc.
2
Searchable text section of graphics shown above
Safe Harbor Statement
The statements in this presentation that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to currency adjustments, contract cancellations, manufacturing risks, competitive factors, uncertainties pertaining to customer orders, demand for products and services, development of markets for the Company’s products and services and other risks identified in the Company’s SEC flings. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are encouraged to refer to the risk disclosures described in the Company’s reports on Forms 10-K, 10-Q and 8-K, as applicable
[LOGO]
Superior Reliability & Performance
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Announcement
Coherent to Acquire Excel Technology for Approximately $376 Million, Exclusive of Fees and Transaction Costs
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The Combination Creates a Global Leader of Laser-based Solutions for a Wide Range of Applications/End Markets |
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Consideration: |
$30.00 Per Share in Cash |
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Form of Consideration: |
100% Cash |
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Close: |
Expected to Close in Third Fiscal Quarter Ending July 1, 2006 |
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Closing Conditions: |
Excel Technology, Inc. Shareholders’ Approval, Regulatory Approvals and Other Customary Closing Conditions |
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Rationale for the Transaction
• The Combination Creates a Global Market Leader in Photonics for a Wide Range of Commercial and Scientific Applications
• Together a Leading Provider of Materials Processing Solutions in a Market with Excellent Long-term Growth Prospects
• Coherent Provides Enhanced Distribution and Global Reach to Excel
• Excel Provides System Expertise in Certain Key Product Areas to Coherent
• Combined Company has Attractive Business Model, Meaningful Revenue Growth Opportunities and Strong Cash Flow
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Combined Company Well Positioned to Capture Key Industry Growth Opportunities
• Continued
Need for Finer Specifications, Improved Yields, Reduced Costs and Repeatability
in Commercial Processes
–> Photonics is Displacing Conventional Technologies
• Strategic Focus on Leading-edge Applications
• Broadest Set of Materials Processing Solutions from Components, to Lasers, to Subsystems, and Systems
• Next Generation Manufacturing Technologies for Displays, Packaging, Printing, etc.
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A Combination of Two Industry Leaders
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[LOGO] |
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[LOGO] |
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Long Lineage |
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Founded 1966 |
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Founded 1985 |
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Market Leadership |
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Microelectronics, Materials Processing, Graphic Arts/Display, OEM Components, and Scientific |
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Materials Processing, Scientific, OEM Components, and Laser Systems |
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Technology Leadership |
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DPSS Lasers, Ultrafast Lasers, Scanners, CO2 Lasers, Laser Systems, Color Measurement |
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Global Customer Base |
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Thousands of Customers in 80 Countries |
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Solid Financial Performance |
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FY2005
Revenues: $516.3mm |
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FY2005
Revenues: $137.7mm |
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Financially Accretive Transaction
• Modestly Accretive on a Non-GAAP Basis in the Fourth Fiscal Quarter 2006
• Potential to be Meaningfully Accretive for the First Full Fiscal Year Ending September 2007
• Expected Benefits from Economies of Scale in Distribution, R&D, Administration and Supply Chain
• Attractive Margins and Cash Flow
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Overview of Excel Technology, Inc.
Overview
• A Worldwide Leader in Laser Systems and Electro-optical Components
• Serves the Materials Processing, Semiconductor, Biomedical, Scientific, and Other Industrial Markets
• Founded in 1985 and Headquartered in East Setauket, New York
• Trades on the Nasdaq Under the Ticker XLTC
FY’05 Income Statement
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(LTM as of |
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Revenue |
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137.7 |
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Gross Margin |
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47.5 |
% |
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R&D |
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14.5 |
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SG&A |
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$ |
31.4 |
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Net Income |
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15.2 |
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Revenue & EBITDA
[CHART]
Source: Wall Street Research and Merrill Lynch.
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Broad Competency in Laser Technology
Intellectual Property and a Critical Set of Competencies
Excel
228 Engineers, Scientists and Technicians 10% of sales spent on R&D
Advanced Broad Based Laser Technology
Optical Scanners
(Galvanometers)
High Precision Beam Delivery Systems
Laser Marking Systems & Workstations
Laser Micro-Machining Systems & Workstations
Applications Engineering & Process Development
Light & Color Measurement Solutions
High Precision Optics
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Additional Information and Where to Find It
In connection with the merger, Excel Technology has agreed to file a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). STOCKHOLDERS OF EXCEL TECHNOLOGY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by contacting Investor Relations, Excel Technology, 41 Research Way, E. Setauket, New York 11733 (Telephone: 631-784-6100). In addition, documents filed with the SEC by Excel Technology will be available free of charge at the SEC’s web site at http://www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation of stockholders of Excel Technology in connection with the transaction, and their interests in the solicitation, will be set forth in a proxy statement that will be filed by Excel Technology with the SEC.
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