Corning Completes Tender Offer to Acquire Alliance Fiber Optic Products, Inc.
June 06 2016 - 8:30AM
CORNING, N.Y., JUNE 6, 2016 -
Corning Incorporated (NYSE: GLW) announced today that it has
successfully completed its tender offer for all of the outstanding
shares of the common stock and related rights of Alliance Fiber
Optic Products, Inc. (Nasdaq: AFOP) for $18.50 per share. As of the
tender offer expiration on June 3, 2016, approximately 12.3 million
shares of AFOP common stock were validly tendered and not properly
withdrawn from the tender offer, representing 77% of the total
number of outstanding common stock of AFOP on a fully diluted
basis. All of such shares have been accepted for payment in
accordance with the terms of the tender offer.
Corning expects to complete the acquisition of AFOP later today
through a merger of Apricot Merger Company, a wholly owned
subsidiary of Corning, with and into AFOP. Upon completion of the
merger, all outstanding shares of common stock of AFOP, other than
shares held by AFOP in treasury or shares held by AFOP's
stockholders who are entitled to and properly exercise appraisal
rights under Delaware law, will be canceled and converted into the
right to receive cash equal to the $18.50 offer price per share
without interest, less any applicable withholding taxes.
As a result, upon completion of the merger, AFOP
will become a wholly owned subsidiary of Corning and the common
stock of AFOP will cease to be traded on the Nasdaq Stock
Market.
Corning plans to integrate AFOP into its Optical
Communications business segment. AFOP designs and manufactures
high-performance passive optical components. These products are
used by cloud data center operators and leading data communications
and telecommunications original equipment manufacturers (OEMs).
"Corning continues to experience strong growth at
the edge of the network, specifically in data center and
fiber-to-the-home (FTTH) applications, and AFOP bolsters our
presence in these growing markets," said Clark S. Kinlin, executive
vice president, Corning Optical Communications. "In addition, this
acquisition accelerates our co-innovation strategy by adding new
optical component and development capability to our global scale
operations and technology platforms, strengthening our ability to
deliver high-value optical solutions for network operators
worldwide."
Forward-Looking and Cautionary
Statements
This press release contains "forward-looking statements" (within
the meaning of the Private Securities Litigation Reform Act of
1995), which are based on current expectations and assumptions
about Corning's financial results and business operations, that
involve substantial risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties
include: the effect of global political, economic and business
conditions; conditions in the financial and credit
markets; currency fluctuations; tax rates; product demand
and industry capacity; competition; reliance on a concentrated
customer base; manufacturing efficiencies; cost reductions;
availability of critical components and materials; new product
commercialization; pricing fluctuations and changes in
the mix of sales between premium and non-premium products; new
plant start-up or restructuring costs; possible
disruption in commercial activities due to terrorist activity,
armed conflict, political or financial instability, natural
disasters, adverse weather conditions, or major health concerns;
adequacy of insurance; equity company activities; acquisition and
divestiture activities; the level of excess or obsolete inventory;
the rate of technology change; the ability to enforce patents;
product and components performance issues; retention of key
personnel; stock price fluctuations; and adverse litigation or
regulatory developments. These and other risk factors
are detailed in Corning's filings with the Securities and
Exchange Commission. Forward-looking statements speak only as
of the day that they are made, and Corning undertakes no obligation
to update them in light of new information or future events.
Digital Media
Disclosure
In accordance with guidance provided by the SEC regarding the use
of company websites and social media channels to disclose material
information, Corning Incorporated ("Corning") wishes to notify
investors, media, and other interested parties that it intends to
use its website
(http://www.corning.com/worldwide/en/about-us/news-events.html) to
publish important information about the company, including
information that may be deemed material to investors. The list of
websites and social media channels that the company uses may be
updated on Corning's media and website from time to time. Corning
encourages investors, media, and other interested parties to review
the information Corning may publish through its website and social
media channels as described above, in addition to the company's SEC
filings, press releases, conference calls, and webcasts.
About Corning
Incorporated
Corning (www.corning.com) is one of the world's leading innovators
in materials science. For more than 160 years, Corning has applied
its unparalleled expertise in specialty glass, ceramics, and
optical physics to develop products that have created new
industries and transformed people's lives. Corning succeeds through
sustained investment in R&D, a unique combination of material
and process innovation, and close collaboration with customers to
solve tough technology challenges. Corning's businesses and markets
are constantly evolving. Today, Corning's products enable diverse
industries such as consumer electronics, telecommunications,
transportation, and life sciences. They include damage-resistant
cover glass for smartphones and tablets; precision glass for
advanced displays; optical fiber, wireless technologies, and
connectivity solutions for high-speed communications networks;
trusted products that accelerate drug discovery and manufacturing;
and emissions-control products for cars, trucks, and off-road
vehicles.
Corning Optical Communications
Contact:
Stacy
Kirincic
(828)
901-5252
kirincics@corning.com
Corning Communications Contact:
Joseph Dunning
(607) 974-5006
dunningjm@corning.com
Investor Relations
Contact:
Ann H.S. Nicholson
(607) 974-6716
nicholsoas@corning.com
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This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Corning Incorporated via Globenewswire
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