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News Article

II-VI Withdraws Proposal to Acquire Zygo Corporation for $10.00 Per Share and Ceases Acquisition Efforts

II-VI Incorporated announced today that it is withdrawing its proposal to acquire all the outstanding common shares of Zygo Corporation for $10.00 per share.


II-VI submitted an offer to Zygo's Board of Directors on January 5, 2010. At the time the offer was made, it represented a premium of 46% to the then 30-day trading average of Zygo shares.


Francis J. Kramer, II-VI's President and Chief Executive Officer, said, "II-VI's desire was to proceed in a friendly manner. Given the reluctance of Zygo's Board of Directors to share with us the prospects of their strategic plan for creating shareholder value and their unwillingness to even enter into discussions with us regarding our proposal, we have decided to withdraw our offer for Zygo and instead focus on our existing businesses and other strategic opportunities available to II-VI."


"We feel Zygo is a strong fit with II-VI's strategic plans and growth initiatives and strongly believe that the Zygo shareholders, customers and employees could have benefited from a combination with II-VI," added Mr. Kramer. "We were prepared to pay what we believed to be full and fair value for Zygo and then work diligently toward a successful combination. We were surprised and disappointed that, despite the fact that our offer was at a substantial premium and that we were willing to permit each shareholder to opt for either cash or II-VI stock, it was dismissed without giving us the opportunity to discuss its merits directly with Zygo's Board of Directors."


Zygo, on February 16, 2010, issued a press release stating that its Board of Directors had unanimously rejected the II-VI proposal.

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