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., a leading supplier of optoelectronic
sensors, devices, and instrumentation for the telecommunications,
defense, medical, and industrial markets announced on Friday that they
have completed their merger. In their annual meeting on Friday, May 8,
2015, Luna’s stockholders approved the issuance of 0.31782 shares of
Luna common stock to API stockholders for each share of their API common
stock. API’s stockholders approved the merger in a separate special API
stockholder meeting. The merger received overwhelmingly positive
response from stockholders, with over 99% of Luna’s voting stockholders
and over 98% of API’s voting stockholders supporting the transaction.
“This merger has created a company with a stronger position as a leader
in optical technology and provides improved opportunities for
accelerated growth,” said Luna president and CEO My Chung. “We look
forward to working with the talented team at API as we build a dynamic
company with even greater potential.”
The merger essentially doubles the revenue base of each of the companies
stand-alone, provides the opportunity to leverage a shared
infrastructure and achieve significant cost savings by combining two
public companies into one.
The company will build from a strong foundation of products - Luna’s
core Test & Measurement products, and API’s High Speed Optical Receivers
and Optosolutions products. The combined product lines will strengthen
the merged company’s position in the marketplace by offering more for
each customer, creating a significantly stronger company. This solid
combined revenue base will enable continued investment in each of their
identified growth opportunities- Luna’s strain & temperature sensing
business and API’s Terahertz sensing systems. Additionally, their
contract research and engineering teams will continue to develop a
pipeline of new technologies for future commercialization.
In connection with the Merger, Luna also entered into a new $6 million
term debt agreement with Silicon Valley Bank (“SVB”). The new four year
term debt replaces all of the outstanding loans of API and Luna prior to
the completion of the Merger. The new loan is to be repaid in 48 monthly
installments, bears interest at the rate of prime plus 2%, is secured by
substantially all of the company’s assets, and is subject to customary
covenants, including the maintenance of certain minimum liquidity ratios.
Luna will keep its headquarters in Roanoke, VA, moving into its newly
renovated downtown space in the Parkway 301 Building. My E. Chung
continues as president and CEO of the combined company and a member of
the board of directors. The board of directors has been expanded to
seven seats composed of Richard W. Roedel as chairman, John B.
Williamson III, Michael W. Wise, Donald Pastor, Gary J. Spiegel and Ed
J. Coringrato Jr.
About Luna and API
Luna (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. Luna is now the parent of API (www.advancedphotonix.com),
which 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: 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. The Terahertz sensor product line is
targeted to the Process Control (including through non-destructive
testing) and Security markets. API’s 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. Optosolutions focuses on enabling manufacturers
to measure physical properties, including temperature, particular
counting, color, and fluorescence for Medical, Homeland Security and
Process Control applications.
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
prospects of the combined company and the companies’ future growth.
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 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, except as required by law.
Copyright Business Wire 2015