Merger of Luna Innovations Incorporated and Advanced Photonix, Inc.
will result in stronger market and financial positions
ROANOKE, Va.--(BUSINESS WIRE)--Feb. 2, 2015--
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. (NYSE MKT: API), a leading supplier of
optoelectronic sensors, devices, and instrumentation for the
telecommunications, defense, medical, and industrial markets today
announced their agreement to merge.
The combined company, which will keep the Luna name and be headquartered
in Roanoke, Va., 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
Luna’s historical revenues of $20.0 million for the 12 months ended
September 30, 2014. Combined with the cost savings from only a single
public company infrastructure, Luna will thus be fundamentally better
positioned for improved profitability. The combined company will have
significant intellectual property protection for the many technologies
in its combined product portfolio, with over 200 patents and patent
applications.
The combined company will have a strong foundation from Luna’s core test
& measurement products and API’s High Speed Optical Receiver (HSOR) and
Optosolutions product lines, 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.
“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.”
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.”
“We’re creating a significantly stronger company by combining Luna’s
proven technology with API’s components and subsystems,” stated Richard
Roedel, Luna’s Chairman of the Board.
At the closing of the merger, API stockholders will receive shares of
Luna common stock at a ratio of 0.31782 shares of Luna common stock for
each share of API common stock owned by them. Luna will be filing a
Registration Statement on Form S-4, containing a joint proxy
statement/prospectus, with the SEC. Following the effectiveness of the
registration statement and after mailing the joint proxy
statement/prospectus to current stockholders, API and Luna will each
hold stockholder meetings for approval of the merger and related matters.
My E. Chung will continue as CEO of the combined company and a member of
the board of directors. The board of directors will be expanded to seven
seats 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, and three directors designated by
API’s board of directors, who will include Donald Pastor, Gary J.
Spiegel and Ed J. Coringrato Jr.
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 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.
About API
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
Homeland Security markets. API has three product lines: Optosolutions
focuses on enabling manufacturers to measure physical properties,
including temperature, particular counting, color, and fluorescence for
Medical, Homeland Security and Process Control applications. The
Terahertz sensor product line is targeted to the Process Control, to
enable quality control, and Security markets through nondestructive
testing. The 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.
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. For more information visit www.advancedphotonix.com.
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, as well as the potential synergies from the
proposed merger and the future profitability of the combined company.
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 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.
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. Luna and API 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 Luna and API 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 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, and 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 734-864-5699.
Participants In the Solicitation
Luna and API and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
respective stockholders of Luna and API 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 Luna and API 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 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. 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.
Source: Luna Innovations Incorporated
Luna Innovations Incorporated
Dale Messick, 1-540-769-8400
[email protected]