Excel Acquisition Sample Clauses


Excel Acquisition. On February 20, 2006, we entered into an agreement and plan of merger with Excel. Under the terms and conditions set forth in the merger agreement, Excel will become our wholly-owned subsidiary and each outstanding share of Excel common stock will be converted into the right to receive $30 per share in cash, without interest. The estimated cash deliverable to Excel stockholders resulting from the acquisition is approximately $362 million and we intend to finance the all-cash purchase price through the issuance of Notes (see Note 2) as well as with cash on-hand. Excel stock options with an exercise price per share of $30 or less will be purchased for cash by Excel prior to the acquisition. Other unvested Excel stock options with an exercise price per share of $30 or more will be accelerated prior to the acquisition and to the extent unexercised, will be terminated immediately prior to the acquisition. For purposes of these pro forma statements, we have assumed that no Excel options with an exercise price of $30 or more will be exercised prior to the acquisition. Further, Delaware law provides Excel stockholders with appraisal rights in the merger, whereby they can have the fair value of their shares determined by the Delaware Court of Chancery and receive a cash payment based on that valuation instead of the consideration provided for in the Merger Agreement, which valuation could be more or less than the consideration provided for in the Merger Agreement. We have assumed that none of the Excel stockholders would avail themselves of these rights.The total preliminary estimated purchase price of $367.4 million, including acquisition related transaction costs is comprised of (in thousands):Cash $ 361,750 Direct merger costs incurred by Coherent 5,650 Total preliminary estimated purchase price $ 367,400 The acquisition of Excel will be accounted for under the purchase method of accounting. Under the purchase method, the total purchase price will be allocated to Excel’s net tangible and intangible assets based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. As of the date of this offering memorandum, we have not completed the valuation studies necessary to determine the fair values of the assets we expect to acquire and liabilities we expect to assume and the related allocations of purchase price. We have allocated the total ...