GSI Group Accepts Shares in Tender Offer for Excel Technology and Commences Subsequent Offering Period

2008-08-20 07:45:00

    BEDFORD, Mass., Aug. 20 /EMWNews/ -- GSI Group Inc.

(Nasdaq: GSIG) announced today the expiration of the initial offering

period of the tender offer by its indirect wholly-owned subsidiary Eagle

Acquisition Corporation (EAC) for all outstanding shares of common stock of

Excel Technology, Inc. (Nasdaq: XLTC). The initial offering period expired,

as scheduled, at 12:00 midnight, New York City time, on Tuesday, August 19,

2008.



    The depositary for the offer has advised GSI and EAC that, as of the

expiration of the initial offering period, a total of approximately

8,571,831 shares were validly tendered to EAC and not withdrawn (not

including shares delivered through notices of guaranteed delivery),

representing approximately 78.6% of the outstanding common stock of Excel.

EAC has accepted for payment all shares that were validly tendered during

the initial offering period.



    GSI also announced that EAC has commenced a subsequent offering period

for all remaining shares of Excel common stock, to permit stockholders who

have not yet tendered their shares to do so. This subsequent offering

period will expire at 5:00 p.m., New York City time, on Tuesday, August 26,

2008, unless further extended. Any such extension will be followed by a

public announcement no later than 9:00 a.m., New York City time, on the

next business day after the subsequent offering period was scheduled to

expire.



    The same $32.00 per share price offered in the initial offering period

will be paid during the subsequent offering period. All shares validly

tendered during this subsequent offering period will be immediately

accepted and payment will be made promptly after acceptance, in accordance

with the terms of the offer. Procedures for tendering shares during the

subsequent offering period are the same as during the initial offering

period with two exceptions: (1) shares cannot be delivered by the

guaranteed delivery procedure, and (2) pursuant to Rule 14d-7(a)(2)

promulgated under the Securities Exchange Act of 1934, as amended, shares

tendered during the subsequent offering period may not be withdrawn.



    Pursuant to the terms of the previously announced merger agreement, GSI

expects to effect a merger of EAC with and into Excel. In the merger, EAC

will acquire all untendered Excel shares (other than those as to which

holders properly exercise appraisal rights) at the same $32.00 per share

price, without interest and less any required withholding taxes, that was

paid in the tender offer. As a result of the merger, Excel will become an

indirect wholly-owned subsidiary of GSI. GSI intends to complete the merger

as soon as practicable. If, as a result of additional shares tendered and

purchased in the subsequent offering period or otherwise, including through

the possible exercise 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 the merger without the need for a meeting of or approval by

Excel's public stockholders. Excel stockholders who continue to hold their

shares at the time of the merger and fulfill certain other requirements of

Delaware law will have appraisal 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 Group

Inc.'s common shares are listed on Nasdaq (GSIG).




Contact: Ray Ruddy 781-266-5873 rruddy@gsig.com

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