II-VI said that it has entered into a definitive agreement to acquire all of the outstanding shares of Photop Technologies (Photop), for initial consideration of approximately $45.6m and approximately 1,150,000 shares of II-VI common stock.
The agreement also provides for earn-out opportunities based upon Photop achieving certain future financial targets. The agreement has been approved by the shareholders and board of directors of Photop, and the board of directors of II-VI. The transaction is expected to close in January 2010.
Headquartered in Fuzhou, China Photop is a vertically-integrated manufacturer of engineered materials, optical components, microchip lasers for visible display applications and optical modules for use in fiber optic communication networks and other diverse consumer and commercial applications.
Upon the closing of the transaction, Photop will be combined with the company’s VLOC subsidiary and near-infrared optics business for financial reporting purposes. The combined group, along with the compound semiconductor group, will be directed by Dr Vincent Mattera, Jr vice president of II-VI, who will be promoted to executive vice president of II-VI upon the closing of the transaction.
Carl Johnson, chairman of II-VI, said: “The combination of II-VI and Photop will benefit our customers, employees and shareholders and will fuel our long-term growth objectives through our stronger presence in China and the rest of the world. Both companies have a passion for technological innovation and close customer engagement, and we look forward to integrating our similar entrepreneurial cultures and achieving future goals together.”
Hongrui Wang, chairman of Photop Technologies, said: “We believe that by joining forces with II-VI we will have access to significantly more resources, especially through its VLOC subsidiary and Near-Infrared Optics business, further securing our capabilities on research and product development, sales marketing and manufacturing operations.”
