|ZYGO ENTERS INTO LETTER OF INTENT TO ACQUIRE FIREFLY TECHNOLOGIES FORMING A DIVISION TO FOCUS ON THE RAPIDLY EXPANDING OPTICAL TELECOMMUNCATIONS MARKET|
MIDDLEFIELD, CONNECTICUT March 7, 2000…..Zygo Corporation (NASDAQ:ZIGO), today announced the signing of a letter of intent calling for the acquisition of Firefly Technologies of Holliston, Massachusetts, a manufacturer of metrology equipment and components for use in the telecommunications and optical data storage markets.
Under the terms of the letter of intent, which has been approved by the board of directors of both companies, ZYGO is to issue approximately 2.3 million shares of its common stock in exchange for all of the outstanding capital stock of Firefly Technologies. Based on the closing price for ZYGO's' shares on the Nasdaq National Market on Monday, March 6, 2000, the transaction would be valued at approximately $100 million. The acquisition, which is expected to close in the second quarter of calendar 2000, is subject to customary regulatory approvals, the completion of due diligence and definitive documentation, securing approval for the transaction to be accounted for as a tax-free pooling-of-interest, receipt of a fairness opinion from ZYGO's financial advisor, and final approval of each company's board of directors.
Firefly is a manufacturer of heads and related products for the optical storage industry as well as metrology, micro optics, switches, and filters for the telecommunications industry. Firefly's optical storage products enable optical storage manufacturers to build high capacity storage devices. The Company's telecommunications components are used in wave division multiplexers to increase the capacity of optical fibers. The Company also manufactures metrology designed to measure the quality of micro optics and related components. As a result of the merger, Firefly will become a wholly owned subsidiary of ZYGO and become the foundation of a new division to be named ZYGO TeraOptix. For the year ending December 31, 1999, Firefly recorded revenues of approximately $3.1 million.
The acquisition represents a significant step in ZYGO's strategy to capitalize upon its optical product line and develop a position as a supplier to the optical telecommunications marketplace. ZYGO's Chief Executive Officer Bruce Robinson, commented, "The combination of Firefly and ZYGO creates an entity uniquely positioned to pursue a market which industry analysts believe is growing at about 50 percent annually. Firefly's process knowledge and intellectual property in micro-optical components and assemblies for switches, lenses, and tunable filters combined with ZYGO's automation, metrology, and precision optics processing and assembly capability form a powerful team." Robinson further stated, "Acquiring Firefly and forming a division, ZYGO TeraOptix, to focus on optical telecommunications and optical data storage builds upon the progress we have already made in this sector, while allowing us to accelerate our penetration. Over the course of the next few years, we expect to be a major player in this arena, by providing optical components and assemblies, automated test equipment, automated assembly equipment and systems."
Upon the completion of the transaction, John Berg, chief executive officer of Firefly, will become president of ZYGO TeraOptix, and Patrick Tan, vice president of business operations, will continue in that role in the new division. John and Patrick, who were the founders of Firefly, will also initially become members of ZYGO's board of directors. John Berg stated, "We are very pleased and excited to join the ZYGO team and to help drive their accelerated penetration into the optical telecommunications and optical data storage arena. We feel that ZYGO's automation expertise, its knowledge of optics, and its global reputation complement our strengths in optical component fabrication and wafer fabrication technology Our cultures match well: we each bring complementary, but not redundant, core competencies to the new division."
Firefly Technologies designs, develops and manufactures heads and related products for the optical data storage industry as well as metrology, micro-optics, switches, and filters for the telecommunications industry. Firefly Technologies, headquartered in Holliston, Massachusetts, was established in 1997. For more information Firefly Technologies, Inc., visit its web site at http://ww.ffti.com.
Zygo Corporation designs, develops, manufactures, and markets high performance measurement and yield improvement instruments, custom automation systems, and accessories used in high technology industries. The Company is headquartered in Middlefield, Connecticut, and also has operations in Asslar, Germany; Longmont, Colorado; and sales offices throughout the world. ZYGO is traded on the Nasdaq National Market under the symbol ZIGO. Additional information on the Company is available on the Internet at www.zygo.com.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors which could cause actual results to differ materially are described in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission.