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15 May 2015

Emcore announces commencement of $45m modified Dutch auction tender offer

Emcore Corp of Alhambra, CA, USA (which provides compound semiconductor-based optical components, subsystems and systems for the broadband and specialty fiber-optics market) has announced the commencement of a modified Dutch auction tender offer to purchase shares of its common stock (up to a total of $45m) at a price not greater than $6.75 nor less than $6.25 per share, net to the seller in cash (less any applicable withholding taxes and without interest).

A modified Dutch auction tender offer allows shareholders to tender all or a portion of their shares (1) at a price specified by the tendering shareholder within the firm's specified range or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer.

The offer will expire at 5pm (New York City time) on 15 June, when Emcore will determine the lowest price per share (within the specified range) that will enable it to purchase up to $45m of shares. The tender offer is not conditioned upon any minimum number of shares being tendered. All stock will be purchased at the same price. The full terms and conditions of the offer are described in the Offer to Purchase, the related Letter of Transmittal and other materials relating to the tender offer filed with the US Securities and Exchange Commission (SEC) and distributed to shareholders.

Emcore intends to finance the share repurchase via proceeds from the sale of its Space Photovoltaics business on 10 December to SolAero Technologies Corp (for $150m) and of its Telecommunications Fiber Optics business (tunable laser and transceiver product lines) on 2 January to NeoPhotonics Corp of San Jose, CA, USA (for $17.5m, comprising $1.5m in cash and a note from NeoPhotonics with a two-year maturity and an escalating interest rate).

"The tender offer reflects our continued commitment to enhancing shareholder value," says president & CEO Jeffrey Rittichier. "Our board's Strategic Alternatives Committee carefully considered all of the options to return capital to the shareholders and concluded that this transaction was the most efficient alternative at this time," he adds. "At the closing of the transaction, Emcore will still have a very strong balance sheet, giving us the financial strength to pursue our strategic options and growth initiatives."

See related items:

Emcore's quarterly revenue grows 28.7% to $18.4m

Emcore's quarterly revenue growth in Fiber Optics offset by drop in Photovoltaics

Emcore completes sale of tunable laser and transceiver product lines for $17.5m

Emcore closes sale of Space Photovoltaics business to Veritas Capital affiliate for $150m

Tags: Emcore

Visit: www.emcore.com

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