AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") dated
as of June 19, 2000 by and between LASER POWER CORPORATION, a Delaware
corporation (the "COMPANY"), UNION MINIERE USA INC., a Delaware corporation
("UMI"), and ACEC, INC., a Delaware corporation and a wholly owned subsidiary of
UMI ("MERGERSUB"). Capitalized terms used herein shall have the meanings set
forth in the Agreement unless otherwise defined herein.
WHEREAS, The Company, UMI and MergerSub executed that certain Agreement
and Plan of Merger (the "AGREEMENT") dated as of June 1, 2000; and
WHEREAS, the respective Boards of Directors of the Company, UMI and
MergerSub each have determined that it is fair to, and in the best interests of
their respective companies and stockholders to amend the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto agree as follows:
1. Recital B of the Agreement is hereby deleted and replaced with the
following:
"B. In furtherance of such acquisition, it is proposed that MergerSub
will make a cash tender offer (the "OFFER") to purchase, subject to the terms
and conditions of this Agreement, up to 100% of all the issued and outstanding
shares of common stock, $.001 par value per share (the "COMMON STOCK") of the
Company (the "Shares"), at a price of Four Dollars and Forty Cents ($4.40) per
Share, net to the seller in cash (such price, or such higher price as may be
paid in the Offer, the "OFFER PRICE")."
2. The first sentence of Section 2.1(a) of the Agreement is hereby
deleted and replaced with the following:
"Provided that this Agreement shall not have been terminated in
accordance with Article XI hereof and so long as none of the events set forth on
ANNEX A hereto (the "TENDER OFFER CONDITIONS") shall have occurred and are
continuing, MergerSub shall, and UMI shall cause MergerSub to, commence (within
the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer at the
Offer Price as promptly as reasonably practicable, but in no event later than
July 3, 2000."
3. Section 3.2(a) of the Agreement is hereby deleted and replaced with
the following:
"(a) Each share of Common Stock issued and outstanding immediately
prior to the Effective Time other than: (i) Dissenting Shares and (ii) any
shares of Common Stock to be canceled pursuant to SECTION 3.2(c), shall be
canceled and shall be converted automatically into the right to receive an
amount equal to $4.40 in cash, without interest (the "MERGER CONSIDERATION"),
payable to the holder thereof upon surrender of the certificate formerly
representing such share of common stock in the manner provided in SECTION 3.3."
4. Section 3.5(a) of the Agreement is hereby deleted and replaced with
the following:
"(a) Each Option that either (i) has an exercise price equal to or
greater than $4.40 or (ii) is not vested and exercisable as of the Effective
Time shall be canceled at the Effective Time."
5. Except as specifically modified in this Amendment, nothing contained
in this Amendment shall be construed as modifying, releasing, altering or
affecting the Agreement.
6. This Amendment shall be deemed to be a contract under and construed
in accordance with and governed by the laws of the State of Delaware.
7. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
LASER POWER CORPORATION
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
UNION MINIERE USA INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
ACEC, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President