IRVINE, Calif., April 27, 2016 /PRNewswire/ -- Newport
Corporation (NASDAQ: NEWP) (the "Company"), a worldwide leader in
photonics solutions, today announced that all proposals necessary
for MKS Instruments, Inc. ("MKS") to acquire the Company were
approved by the Company's stockholders at a special meeting of its
stockholders held on April 27,
2016. Holders of over 99% of the shares of the Company's
common stock present and voting at the special meeting,
representing over 80% of the outstanding shares of the Company's
common stock, voted in favor of the proposal to approve the
acquisition.
As previously announced, on February 22,
2016, the Company and MKS entered into a definitive merger
agreement pursuant to which MKS would acquire the Company.
Pursuant to the merger agreement, upon consummation of the
merger, the Company's stockholders will receive $23.00 in cash for each share of the Company's
common stock.
The Company expects that the transaction will close on
April 29, 2016.
ABOUT NEWPORT CORPORATION
Newport Corporation is a leading global supplier of
advanced-technology products and systems to customers in the
scientific research, microelectronics, life and health sciences,
industrial manufacturing and defense/security markets.
Newport's innovative solutions leverage its expertise in advanced
technologies, including lasers, photonics and precision motion
equipment, and optical components and sub-systems, to enhance the
capabilities and productivity of its customers' manufacturing,
engineering and research applications. Newport is part of the
Standard & Poor's SmallCap 600 Index and the Russell 2000
Index. Learn more about Newport
at www.newport.com and follow the company
on Twitter, YouTube and Facebook.
FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the transaction
between the Company and MKS, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements
about the Company or MKS managements' future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical fact
(including statements containing the words "will," "projects,"
"intends," "believes," "plans," "anticipates," "expects,"
"estimates", "forecasts", "continues" and similar expressions)
should also be considered to be forward-looking statements. There
are a number of important factors that could cause actual results
or events to differ materially from those indicated by such
forward-looking statements, including: (1) litigation relating to
the transaction; (2) any unforeseen impediments to the closing of
the transaction; (3) the ability of MKS to successfully integrate
the Company's operations and employees; (4) unexpected costs,
charges or expenses resulting from transaction; (5) risks that the
transaction disrupts the current plans and operations of the
Company and MKS; (6) the ability to realize anticipated synergies
and cost savings; (7) competition from larger and more established
companies in the Company's markets; (8) MKS's ability to
successfully grow the Company's business; (9) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transaction; (10) the terms of
the financing to be incurred in connection with the transaction;
(11) the retention of key employees; (12) legislative, regulatory
and economic developments, including changing business conditions
in the industries in which the Company and MKS operate and the
economy in general as well as financial performance and
expectations of the Company's and MKS's existing and prospective
customers, and the other factors described in the Company's Annual
Report on Form 10-K for the year ended January 2, 2016, as amended, and in MKS's Annual
Report on Form 10-K for the year ended December 31, 2015. However, it is not possible to
predict or identify all such factors. Consequently, while the list
of factors presented here is considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. The Company and MKS disclaim any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
document.
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SOURCE Newport Corporation
