EMCORE Corporation (Nasdaq:EMKR), a leading provider of compound
semiconductor-based components, subsystems, and systems for the
broadband and specialty fiber optics market, today announced that
it intends to commence a modified "Dutch auction" tender offer to
purchase up to approximately $45 million of shares of its common
stock ("Common Stock") on or about May 15, 2015. The Company
intends to finance the share repurchase from proceeds from the sale
of the Space Photovoltaics business and the Telecommunications
Fiber Optics business.
"The tender offer reflects our continued commitment to enhancing
shareholder value," stated Jeffrey Rittichier, Chief Executive
Officer of EMCORE. "Our Board's Strategic Alternatives Committee
carefully considered all of the options to return capital to the
shareholders and concluded that this transaction was the most
efficient alternative at this time. At the closing of the
transaction, EMCORE will still have a very strong balance sheet,
giving us the financial strength to pursue our strategic options
and growth initiatives."
B. Riley & Co., LLC will serve as the Dealer Manager for the
tender offer.
Modified Dutch Auction Tender Offer
EMCORE will offer to purchase up to approximately $45 million of
shares of its Common Stock at a price to be determined prior to the
commencement of the tender offer. In accordance with the rules of
the Securities and Exchange Commission ("SEC"), EMCORE may increase
the number of shares of Common Stock accepted for payment in the
offer up to 2 percent of the outstanding Common Stock without
amending or extending the offer. The Company intends for the tender
offer to commence on or about May 15, 2015 and the tender offer
will remain open for at least twenty business days following the
date of the commencement of the offer.
A modified "Dutch auction" tender offer allows shareholders to
tender all or a portion of their shares (1) at a price specified by
the tendering shareholder at a price within the Company's specified
range or (2) without specifying a purchase price, in which case
their shares will be purchased at the purchase price determined in
accordance with the tender offer. When the tender offer expires,
EMCORE will determine the lowest price per share, within the
specified range of prices (the "purchase price"), that will enable
it to purchase up to approximately $45 million of shares of Common
Stock at such price. All Common Stock purchased in the tender offer
will be purchased at the same price. Shareholders will receive the
purchase price in cash, subject to applicable withholding taxes and
without interest, for shares tendered at prices equal to or less
than the purchase price, subject to the conditions of the tender
offer, including the provisions relating to proration, "odd lot"
priority and conditional tenders. These provisions are described in
the Offer to Purchase, the related Letter of Transmittal and other
materials relating to the tender offer (the "tender offer
documents") that will be distributed to shareholders upon
commencement of the offer.
The tender offer will not be conditioned upon any minimum number
of shares being tendered. The tender offer will be, however,
subject to certain conditions described in the tender offer
documents, which will be distributed to shareholders upon
commencement of the offer. These documents will also contain
tendering instructions and a complete explanation of the tender
offer's terms and conditions.
While EMCORE's Board of Directors has authorized the Company to
make the tender offer, neither EMCORE nor its Board of Directors
make any recommendation to any shareholder as to whether to tender
or refrain from tendering any Common Stock or as to the price or
prices at which shareholders may choose to tender their Common
Stock. EMCORE has not authorized any person to make any such
recommendation. Shareholders must decide whether to tender their
Common Stock and, if so, how much Common Stock to tender and at
what price or prices. In doing so, shareholders should carefully
evaluate all of the information in the tender offer documents, when
available, before making any decision with respect to the tender
offer, and should consult their own financial and tax advisors.
Additional Announcement
EMCORE Corporation also stated that, with the issuance of this
release, it was also separately issuing its financial results for
the second quarter, which ended March 31, 2015.
About EMCORE
EMCORE Corporation offers a broad portfolio of compound
semiconductor-based products for the broadband and specialty fiber
optics market. EMCORE provides optical components, subsystems and
systems for Cable Television (CATV) and Fiber- To-The-Premise
(FTTP) networks, as well as products for satellite communications,
video transport and specialty photonics technologies for defense
and homeland security applications. For further information about
EMCORE, visit http://www.emcore.com.
Important Information Regarding the Anticipated Tender
Offer
The discussion of the tender offer contained in this press
release is for informational purposes only and is not an offer to
purchase nor the solicitation of an offer to sell any Common Stock
of the Company. The anticipated tender offer described in this
press release has not yet commenced, and while the Company intends
to commence the tender offer within a reasonable time and complete
the tender offer, there can be no assurances that the Company will
commence or complete the tender offer on the terms described in
this press release, or at all. If the Company commences the offer,
the offer to purchase and solicitation of Common Stock will be made
only pursuant to an Offer to Purchase, the related Letter of
Transmittal and other related materials, as they may be amended or
supplemented. Such Offer to Purchase, related Letter of Transmittal
and other related materials are expected to be mailed to all
shareholders shortly after commencement of the tender offer, at no
expense to shareholders. Shareholders should read those materials
and the documents incorporated therein by reference carefully when
they become available, prior to making any decisions with respect
to the tender offer, because they will contain important
information, including the various terms and conditions of the
tender offer. The Company will file a Tender Offer Statement on
Schedule TO (the "Tender Offer Statement") with the SEC. The
Tender Offer Statement, including the Offer to Purchase, the
related Letter of Transmittal and other related materials, as well
as any amendments or supplements, will be available to shareholders
for no charge on the SEC's website (www.sec.gov), or from the
information agent for the tender offer, MacKenzie Partners Inc.
Forward-Looking Statements
The information provided herein may include forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Exchange Act of 1934. These
forward-looking statements are largely based on our current
expectations and projections about future events and financial
trends affecting the financial condition of our business. Such
forward-looking statements include, in particular, projections
about our future results included in our Exchange Act reports,
statements about our plans, strategies, business prospects, changes
and trends in our business and the markets in which we operate.
These forward-looking statements may be identified by the use of
terms and phrases such as "anticipates", "believes", "can",
"could", "estimates", "expects", "forecasts", "intends", "may",
"plans", "projects", "targets", "will", and similar expressions or
variations of these terms and similar phrases. Additionally,
statements concerning future matters such as the development of new
products, enhancements or technologies, sales levels, expense
levels and other statements regarding matters that are not
historical are forward-looking statements. We caution that these
forward-looking statements relate to future events or our future
financial performance and are subject to business, economic, and
other risks and uncertainties, both known and unknown, that may
cause actual results, levels of activity, performance or
achievements of our business or our industry to be materially
different from those expressed or implied by any forward-looking
statements.
These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those
projected, including without limitation, the following: (a) the
rapidly evolving markets for the Company's products and uncertainty
regarding the development of these markets; (b) the Company's
historical dependence on sales to a limited number of customers and
fluctuations in the mix of products and customers in any period;
(c) delays and other difficulties in commercializing new products;
(d) the failure of new products: (i) to perform as expected without
material defects, (ii) to be manufactured at acceptable volumes,
yields, and cost, (iii) to be qualified and accepted by our
customers, and, (iv) to successfully compete with products offered
by our competitors; (e) uncertainties concerning the availability
and cost of commodity materials and specialized product components
that we do not make internally; (f) actions by competitors; (g) the
ability of the Company to commence and complete the tender offer,
the price at which the Company purchases common stock pursuant to
the tender offer or otherwise, and the number of Shares it is able
to purchase pursuant to the tender offer or otherwise; (h) the
ability of the Company to achieve the benefits contemplated by the
tender offer, as well as management's response to any of the
aforementioned factors and (i) other risks and uncertainties
described in our filings with the Securities and Exchange
Commission ("SEC").
Neither management nor any other person assumes responsibility
for the accuracy and completeness of the forward-looking
statements. All forward-looking statements in this press release
are made as of the date hereof, based on information available to
us as of the date hereof, and subsequent facts or circumstances may
contradict, obviate, undermine, or otherwise fail to support or
substantiate such statements. We caution you not to rely on these
statements without also considering the risks and uncertainties
associated with these statements and our business that are
addressed in our filings with the SEC that are available on the
SEC's web site located at www.sec.gov, including the sections
entitled "Risk Factors" in our Annual Report on Form 10-K and our
Quarterly Reports on Form 10-Q. Certain information included
in this press release may supersede or supplement forward-looking
statements in our other Exchange Act reports filed with the SEC. We
assume no obligation to update any forward-looking statement to
conform such statements to actual results or to changes in our
expectations, except as required by applicable law or
regulation.
CONTACT: EMCORE Corporation
Mark Weinswig
(626) 293-3400 investor@emcore.com
TTC Group
Victor Allgeier
(646) 290-6400 vic@ttcominc.com
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