Lumera Corporation Announces NASDAQ Notice; Change in Exchange Ratio and Preliminary Approval of all Annual Meeting Measures
December 02 2008 - 8:30AM
Business Wire
Lumera Corporation (NASDAQ:LMRA) (the "Company") today announced
that it has received information from the staff at the Nasdaq Stock
Market, Inc., indicating that the NASDAQ Listing Qualifications
Department has determined that GigOptix, Inc. will be subject to
the initial listing requirements, rather than the continued listing
requirements. GigOptix, Inc. will not meet the requirement of at
least $15 million of public equity value for initial listing on the
Nasdaq Capital Market. Therefore, upon consummation of the merger,
the common stock of GigOptix, Inc. will be listed for quotation on
the OTC Bulletin Board, which is not a national securities
exchange. It is a condition to the closing of the merger under the
Agreement and Plan of Merger, dated as of March 27, 2008, by and
among GigOptix, LLC, the Company, GigOptix, Inc., Galileo Merger
Sub G, Inc. and Galileo Merger Sub L, Inc (the �Merger Agreement�)
that GigOptix, Inc. common stock be approved for listing on the
Nasdaq Global Market or the Nasdaq Capital Market. However, the
Company and GigOptix LLC intend to waive this closing condition.
Additionally, the Company announced that the Board of Directors of
the Company and Management Board of GigOptix are expected to
approve a change in the exchange ratio for the Company�s common
stock pursuant to the Merger Agreement. The Merger Agreement
currently provides that each share of the Company�s common stock
will be converted into the right to receive 0.25 shares of
GigOptix, Inc. common stock, which is a 4 to 1 reverse split.
However, the parties have agreed that each share of the Company�s
common stock will instead be converted into the right to receive
0.125 shares of GigOptix, Inc. common stock, which is a 8 to 1
reverse split. The exchange ratio applicable to GigOptix LLC
membership unit holders will be adjusted to take into account this
change and to maintain the same proportional ownership of the
shares of GigOptix, Inc. Following the issuance of GigOptix, Inc.
stock options and common stock warrants in the merger, former
Company security holders will own approximately 50%, and former
GigOptix LLC security holders will own approximately 50% of the
GigOptix, Inc. common stock, assuming all outstanding GigOptix,
Inc. options and warrants are exercised. The total number of shares
outstanding following the merger will be 5,227,855, and current
Lumera shareholders will hold 3,011,044 shares. Finally, the
Company is pleased to announce that, based on current votes and
assuming that no stockholders change or withdraw their votes prior
to the Annual Meeting, all of the proposals before the stockholders
at the Annual Meeting to be held December 4, 2008 have received
sufficient votes to pass. The Merger is currently anticipated to
close on December 9, 2008, and the first trading day for GigOptix,
Inc. will be December 10, 2008. About Lumera Lumera is a leader in
photonic communications. The company designs electro-optic
components based on proprietary polymer compounds for the
telecommunications and computing industries. For more information,
please visit www.lumera.com. About GigOptix GigOptix LLC is a
leading fab-less semiconductor company specializing in the
specification, design, development and sale of integrated circuits
and electronic multi-chip module solutions. For more information,
please visit www.gigoptix.com. On October 27, 2008, the Securities
and Exchange Commission declared effective a registration statement
on Form S-4 filed by GigOptix, Inc., which contains a proxy
statement/prospectus of Lumera regarding the proposed merger
transaction between GigOptix and Lumera, as well as other relevant
documents concerning the transaction. WE URGE INVESTORS AND
SECURITY HOLDERS OF LUMERA TO READ THE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT GIGOPTIX, INC., LUMERA,
GIGOPTIX LLC AND THE PROPOSED TRANSACTION. A definitive proxy
statement/prospectus was mailed to Lumera�s stockholders on or
about October 28, 2008 seeking their approval of the merger
agreement and related matters, and a prospectus supplement was
mailed on or about November 24, 2008 containing additional
information. Investors and security holders may obtain a free copy
of the registration statement and proxy statement/prospectus and
other documents filed by Lumera with the SEC at the SEC�s web site
at www.sec.gov. Free copies of Lumera�s SEC filings are available
on Lumera�s web site at www.lumera.com and also may be obtained
without charge by directing a request to Lumera Corporation, 19910
North Creek Parkway, Bothell, WA 98011-3008, Attention: Investor
Relations or by telephoning us at 425-398-6546. Lumera and its
directors and executive officers may be deemed, under SEC rules, to
be participants in the solicitation of proxies from Lumera�s
stockholders with respect to the proposed transaction. Information
regarding Lumera�s directors and executive officers is included in
its annual report on Form 10-K filed with the SEC on March 17,
2008, as amended by Form 10-K/A filed with the SEC on March 27,
2008. More detailed information regarding the identity of potential
participants and their direct or indirect interests in the
transaction, by securities holdings or otherwise, will be set forth
in the registration. This communication shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Forward-Looking Statements Certain
statements in this document may contain forward-looking information
regarding Lumera and the combined company after the completion of
the transactions that are intended to be covered by the safe harbor
for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. These statements include, but are
not limited to, the benefits of the business combination
transaction involving Lumera and GigOptix, LLC including future
financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that
are not historical facts. Such statements are based upon the
current beliefs and expectations of the management of Lumera and
GigOptix, LLC and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in
the forward-looking statements. You should not place undue reliance
on forward-looking statements, which speak only as of the date of
this document. Except for any obligation to disclose material
information under the Federal securities laws, Lumera undertakes no
obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date of
this document.
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