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   Strategies & Market TrendsSpeculating in Takeover Targets


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To: richardred who wrote (2263)1/8/2010 11:11:28 AM
From: richardred
   of 6287
 
II-VI offers $169.9 million buyout of Zygo
II-VI offers to buy Zygo for about $169.9 million in unsolicited bid

On Thursday January 7, 2010, 6:57 pm EST

PITTSBURGH (AP) -- Industrial and military components company II-VI Inc. said Thursday it offered to buy Zygo Corp. for about $169.9 million in an unsolicited bid.

Zygo makes optical components and fiber optic network modules.

The $10 per share offer amounts to a 36 percent premium to Zygo's Wednesday closing price of $7.38.

II-VI made the offer early Thursday morning.

Shares of Zygo rose $3.34, or 45.3 percent, to close at $10.72 Thursday
finance.yahoo.com

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To: richardred who wrote (2264)2/16/2010 12:45:51 PM
From: richardred
   of 6287
 
The Bingo was a missed call unless there is a hostile bid.

Zygo's Board Unanimously Rejects Unsolicited Proposal From II-VI

businesswire

*
Companies:
o Ii-Vi Inc.
o Zygo Corp.

Press Release Source: Zygo Corporation On Tuesday February 16, 2010, 7:00 am EST

MIDDLEFIELD, Conn.--(BUSINESS WIRE)--Zygo Corporation ("ZYGO") (NASDAQ: ZIGO - News) announced today that the company’s Board of Directors has unanimously rejected the January 5, 2010 proposal from II-VI Incorporated (“II-VI”) for the acquisition of all the outstanding common shares of ZYGO for $10.00 per share. In rejecting the proposal, the Board said that ZYGO is not for sale and that it is in the best interests of its shareholders to allow ZYGO’s newly-named CEO, industry veteran Dr. Chris L. Koliopoulos, to pursue a standalone strategy to increase shareholder value. Dr. Koliopoulos, a recognized leader in the optics industry with an exceptional track record of delivering growth and increasing value at advanced optical instruments companies, was named President and CEO on January 19, 2010 and Chairman on February 12.

Said Dr. Koliopoulos, “The Board strongly believes ZYGO’s shareholders will be best served by keeping the company independent and pursuing its long-term strategy. ZYGO is a great company with industry-leading products and technologies, strong positions in its core optical and metrology markets, and significant growth opportunities. The Board and management team are moving forward quickly to leverage these strengths.”

In rejecting the II-VI proposal, the Board noted that the company has only just begun to realize the benefits of recent initiatives to refocus on its core optical and metrology markets and to reduce costs. Furthermore, ZYGO believes that it will benefit from continued economic recovery in the industries it serves. In the second quarter of fiscal 2010, which ended on December 31, 2009, ZYGO’s revenues increased 22% compared with revenues in the first quarter of fiscal 2010. In addition, total customer bookings increased 26% from the first quarter of fiscal 2010. This was the second sequential increase in bookings, reflecting momentum in the market recovery. ZYGO also reported significant improvement in gross profit margin as compared with the first quarter in fiscal 2010 and the comparable quarter of fiscal 2009.
finance.yahoo.com

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From: richardred2/17/2010 12:23:33 PM
   of 6287
 
Bingo on Portec
Message 23684913

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To: richardred who wrote (2265)3/9/2010 11:19:28 AM
From: richardred
   of 6287
 
UPDATE 1-II-VI withdraws offer to buy Zygo
9:42am EST

* II-VI cites Zygo's reluctance to enter into talks

* Zygo shares fall 17 percent

March 9 (Reuters) - II-VI Inc <IIVI.O>, which makes optical and electronic instruments, said it was withdrawing its offer to buy Zygo Corp <ZIGO.O> after the company rejected its proposal and refused to enter into talks.

Zygo shares fell 17 percent to $8.37 in early morning trade Tuesday on Nasdaq. II-VI shares rose 1 percent to $31.16.

In January, II-VI made an offer to buy Zygo, which makes optical metrology instruments, for $10 a share. But Zygo rejected the bid saying it was not for sale.

II-VI will focus on its existing businesses and other strategic opportunities, CEO Francis Kramer said in a statement. (Reporting by A.Ananthalakshmi in Bangalore; Editing by Ratul Ray Chaudhuri)
reuters.com

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To: richardred who wrote (2247)4/26/2010 1:32:01 PM
From: richardred
   of 6287
 
sold 4000 shares of AIRT today 12.03 average. Still have a sizable position.

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To: richardred who wrote (1973)4/27/2010 11:40:16 AM
From: richardred
   of 6287
 
Sold KapStone Paper and Packaging Corporation for 13.30.

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To: richardred who wrote (2134)4/27/2010 11:46:54 AM
From: richardred
   of 6287
 
Sold CPEX Pharmaceuticals 23.81.

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To: richardred who wrote (2268)5/14/2010 12:51:50 PM
From: richardred
   of 6287
 
Sold balance of AIRT position at average 12.30.

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To: richardred who wrote (2266)5/14/2010 12:55:21 PM
From: richardred
   of 6287
 
L.B. Foster, Portec merger time line extended
Pittsburgh Business Times - by Malia Spencer

The merger time line between L.B. Foster Co. (Nasdaq: FSTR) and Portec Rail Products Inc. (Nasdaq: PRPX) has been extended and the two companies agreed to waivers that would allow Portec to speak with a third party regarding another offer for the company.

The “drop dead date” for the merger was pushed to the end of the business day Aug. 31 and the two companies have agreed that the deal would not be consummated before July 16, as a result of talks with the Department of Justice Antitrust Division, according to statements released by both companies.

Additionally, Portec Rail officials have the go-ahead to speak with Ameridan Resources LLC regarding a verbal offer from Ameridan.

Green Tree-based L.B. Foster, which manufactures, fabricates and distributes products for rail construction and utility markets, first announced in February a tender offer to buy the outstanding shares of O’Hara-based Portec Rail for $11.71 per share, of $112 million. In March, the two companies received requests for additional information from the federal Antitrust Division and the two have stated they are cooperating.

Separately, the merger announcement also garnered a series of shareholder law suits. On April 21, a judge with the Court of Common Pleas of Allegheny County handed down a preliminary injunction finding that Portec Chairman Marshall T. Reynolds and the board of directors had breached their fiduciary duties by, among other things, not fully considering a slightly higher offer of $12 a share made by Ameridan Resources.

Amendments to the merger agreement filed with the Securities and Exchange Commission specify that Portec officials are allowed to speak with Ameridan about its verbal inquiry to purchase Portec’s outstanding shares. However, that is the only such action the company can take that would “reasonably likely facilitate, induce or encourage any inquiries with respect to proposals for transactions with third parties,” according to the amendment.

Portec had no comment on the time frame for such discussions. The company manufactures and distributes rail products.

L.B. Foster reported first quarters earnings of $1.8 million, or 17 cents per share, on sales of $82 million. Portec Rail had first quarter earnings of $457,000, or 5 cents a share, on sales of $23.3 million.
pittsburgh.bizjournals.com

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From: richardred7/12/2010 11:31:36 AM
   of 6287
 
First buy in quite some time. SHLM the company had a good quarter. The company has in the past has explored strategic alternatives. I already had some shares from the ICOC takeover. Nice dividend yield for the wait.

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