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The depositary for the offer has advised GSI and EAC that, as of theexpiration of the initial offering period, a total of approximately 8,571,831shares were validly tendered to EAC and not withdrawn (not including sharesdelivered through notices of guaranteed delivery), representing approximately78.6% of the outstanding common stock of Excel. EAC has accepted for paymentall shares that were validly tendered during the initial offering period.
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GSI also announced that EAC has commenced a subsequent offering period forall remaining shares of Excel common stock, to permit stockholders who havenot yet tendered their shares to do so. This subsequent offering period willexpire at 5:00 p.m., New York City time, on Tuesday, August 26, 2008, unlessfurther extended. Any such extension will be followed by a public announcementno later than 9:00 a.m., New York City time, on the next business day afterthe subsequent offering period was scheduled to expire.
The same $32.00 per share price offered in the initial offering periodwill be paid during the subsequent offering period. All shares validlytendered during this subsequent offering period will be immediately acceptedand payment will be made promptly after acceptance, in accordance with theterms of the offer. Procedures for tendering shares during the subsequentoffering period are the same as during the initial offering period with twoexceptions: (1) shares cannot be delivered by the guaranteed deliveryprocedure, and (2) pursuant to Rule 14d-7(a)(2) promulgated under theSecurities Exchange Act of 1934, as amended, shares tendered during thesubsequent offering period may not be withdrawn.
Pursuant to the terms of the previously announced merger agreement, GSIexpects to effect a merger of EAC with and into Excel. In the merger, EAC willacquire all untendered Excel shares (other than those as to which holdersproperly exercise appraisal rights) at the same $32.00 per share price,without interest and less any required withholding taxes, that was paid in thetender offer. As a result of the merger, Excel will become an indirectwholly-owned subsidiary of GSI. GSI intends to complete the merger as soon aspracticable. If, as a result of additional shares tendered and purchased inthe subsequent offering period or otherwise, including through the possibleexercise by EAC of its "top-up" option, EAC becomes the owner of at least 90%of the outstanding Excel shares, EAC will be able to promptly effect themerger without the need for a meeting of or approval by Excel's publicstockholders. Excel stockholders who continue to hold their shares at the timeof the merger and fulfill certain other requirements of Delaware law will haveappraisal rights in connection with the merger.
About GSI Group Inc.
GSI Group Inc. supplies precision technology to the global medical,electronics, and industrial markets and semiconductor systems. GSI GroupInc.'s common shares are listed on Nasdaq (GSIG).Contact: Ray Ruddy 781-266-5873 [email protected]
SOURCE GSI Group Inc.
