Vancouver, BC, June 29, 2021 – Photon Control Inc. (“Photon Control” or the “Company”) (TSX: PHO), a leading developer and supplier of optical measurement technologies and systems, is pleased to announce that its Securityholders (as defined below) approved the acquisition of Photon Control by MKS Instruments, Inc. (the “Transaction”) by way of plan of arrangement (the “Arrangement”) at the annual general meeting of Photon Control shareholders (the “Shareholders”) and special meeting of Securityholders held today (the “Meeting”).
The special resolution approving the Arrangement was approved by: (i) 87.44% of the votes cast by Shareholders present virtually or represented by proxy at the Meeting and (ii) 88.07% of the votes cast by Shareholders and holders of options of the Company (collectively, the “Securityholders”) voting together as a single class, with holders of Options voting on an as-converted basis, and present virtually or represented by proxy at the Meeting.
Upon closing of the Arrangement, Shareholders will receive $3.60 per share in cash, without interest and less applicable withholding taxes (the “Consideration”), representing an aggregate value of approximately $387 million for the Transaction. Holders of options of the Company will, for each of their options, receive a cash payment equal to the amount, if any, by which the Consideration exceeds the exercise price payable for each Photon Control share underlying each such option, net of applicable withholding taxes, within 10 days of closing of the Transaction. Additional information regarding the procedure for exchange of shares for the Consideration is provided in the Company’s management information circular dated May 25, 2021 (the “Circular”), which is available on SEDAR under the Company’s profile at www.sedar.com.
The Arrangement is subject to approval of the Supreme Court of British Columbia (the “Court”), as well as other customary closing conditions. The Court hearing for the final order to approve the Arrangement is scheduled to take place on July 2, 2021, and the completion of the Arrangement is expected to occur on or about July 15, 2021, as agreed upon between Photon Control and MKS. Following completion of the Arrangement, the shares of the Company will be delisted from the Toronto Stock Exchange (the “TSX”). An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon completion of the Arrangement.
Vote Results of the Annual General Meeting of Shareholders
On a vote of the Shareholders by ballot as follows, each of the five nominees listed in the Circular were elected as directors of the Company, to serve until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is vacated earlier in accordance with the Company’s articles or with the provisions of the Business Corporations Act (British Columbia):
|Board of Directors||Votes For||Votes Withheld|
|Number of Votes||Percentage (%)||Number of Votes||Percentage (%)|
|Charles F. Cargile||49,760,244||88.55%||6,434,911||11.45%|
|D. Neil McDonnell||50,027,496||89.02%||6,167,659||10.98%|
On a vote of the Shareholders by ballot as follows, KPMG LLP was re-appointed as auditor of the Company for the ensuing year and the directors were authorized to fix the auditor’s remuneration:
|Total Number of Votes||Votes For||Votes Withheld|
|Number of Votes||Percentage (%)||Number of Votes||Percentage (%)|
No other business was voted upon at the Meeting.
About Photon Control Inc.
Photon Control Inc. designs, manufactures and distributes a wide range of optical sensors and systems to measure temperature and position. These products improve performance and enable innovation for our customers and are used in the semiconductor and other high technology industries. Photon Control Inc.’s high quality products provide industry-leading accuracy, reliability and quality in the most extreme conditions and are backed by a team of experts providing a variety of on-site and remote services including custom design, installation, training and support. The Company is headquartered in an ISO 9001:2015 manufacturing facility in Vancouver, BC, has sales and engineering offices in California, and a sales distribution network across the globe. Photon Control Inc. is listed on the TSX, trading under the symbol “PHO”. Additional information about the Company can be found at https://www.photoncontrol.com/investors/.
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About MKS Instruments, Inc.
MKS Instruments, Inc. is a global provider of instruments, systems, subsystems and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process performance and productivity for its customers. MKS’ products are derived from its core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, vacuum technology, lasers, photonics, optics, precision motion control, vibration control and laser-based manufacturing systems solutions. MKS also provides services relating to the maintenance and repair of its products, installation services and training. MKS’ primary served markets include semiconductor, industrial technologies, life and health sciences, and research and defense. Additional information can be found at www.mksinst.com.
This news release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “could”, “would”, “should”, “might”, “expect”, “estimate”, “anticipate”, “intend”, “consider”, “believe”, “plan”, “project”, “assume”, “strategy”, “goals”, “objectives”, “potential”, “possible”, “confident” or “continue” or the negative thereof or similar variations. Such forward-looking statements concern the business of the Company and the Arrangement.
These forward-looking statements are based on certain factors and assumptions, including, without limitation: the Company’s ability to develop, manufacture and sell new products that meet the needs of its customers and gain commercial acceptance; the Company’s ability to continue to sell its products in line with expected quantity, price and delivery times; the Company’s ability to attract new business; continued and future demand for the Company’s products; continued sales to the Company’s major customers; the Company’s operations not being adversely affected by supply, operating, cyber security, litigation or regulatory risks; the Company’s ability to react to the cyclical nature of the semiconductor industry; the Company’s ability to enhance revenue diversification and open new market opportunities; the Company’s expectations regarding market risk, including interest rate changes, tax changes and foreign currency fluctuations; in respect of the Arrangement, the Company’s ability to meet all the conditions precedent to the Arrangement and the Company’s ability to secure the final Court approval; and, following completion of the Arrangement, the expected delisting of the shares of the Company from the TSX and the expected issuance of an order from securities regulatory authorities ceasing the Company’s status as a reporting issuer.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward looking statements, including, without limitation: risks related to the completion of the Arrangement, including the failure to obtain final Court approval in connection with the Arrangement; uncertainties relating to the market for the Company’s products and maintaining a stable level of orders; fluctuations in revenue as a result of volatility in the markets and product mix; risks relating to the Company’s present reliance on its major customers for the majority of its sales; risks relating to the Company’s reliance on the financial health of and timing of cycles in the semiconductor industry; risks relating to the development of competing technologies and the possibility of increased competition; the effect of slow growth in the United States, the Company’s principal market, as well as other economies and other economic trends and conditions in the markets that the Company and its customers serve; risks associated with the spread of the COVID-19 virus; risks associated with the adverse impact of climate change; risks associated with technical difficulties or delays in product introductions, improvements, implementation; uncertainties in product pricing or other initiatives of the Company and its competitors; uncertainties in factors that may result in a reduction in capital expenditures and/or delayed buying decisions affecting demand for the Company’s products; risks relating to currency fluctuations, particularly between the Canadian and United States dollars; risks in pursuing additional development projects to support existing customers or pursue other business opportunities; and such other risks as are identified in the Company’s Annual Information Form and other disclosure documents filed on SEDAR at www.sedar.com.
The foregoing assumptions, risks and uncertainties are not exhaustive of the items that may affect our forward-looking statements. Should underlying assumptions prove to be incorrect or one or more of these risks and uncertainties materialize, actual results may vary materially from those described in the forward-looking statements. The Company’s forward-looking statements are based on beliefs, expectations, and opinions of management on the date the statements are made.
For the reasons set forth above, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements included herein if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.