ANN ARBOR, Mich., March 6, 2015 /PRNewswire/ -- Advanced
Photonix® (NYSE MKT: API) and Luna Innovations
Incorporated jointly announced an update as to the timing of their
planned merger. As previously disclosed, the closing of the
proposed merger is subject to the satisfaction or waiver of a
number of customary closing conditions, including, among others,
the effectiveness of a Form S-4 registration statement filed by
Luna with the SEC and the approval of certain matters related to
the merger by each company's stockholders. In February, Luna filed
a Form S-4 registration statement with the Securities and Exchange
Commission with respect to the proposed merger. However, that
registration statement is not yet effective, and the companies have
yet to finalize the dates of their respective stockholders
meetings. Luna expects to file an amendment to the Form S-4 in
March 2015, and following the
effectiveness of the Form S-4, Luna and Advanced Photonix will mail
the joint proxy statement/prospectus included in the Form S-4 to
their stockholders for consideration at their respective
stockholder meetings. Although the companies have not yet formally
determined the dates of their stockholder meetings, the companies
currently expect to hold their meetings, and close the merger, in
May 2015.
About Advanced Photonix, Inc.
Advanced Photonix,
Inc.® (NYSE MKT: API) is a leading supplier of
optoelectronic sensors, devices and instruments used by Test and
Measurement, Process Control, Medical, Telecommunication and
Defense markets. API has three product lines. High-Speed Optical
Receiver (HSOR) products are used by the telecommunication market
in both telecommunication equipment and in test and measurement
equipment utilized in the manufacturing of telecommunication
equipment. Optosolutions focuses on enabling manufacturers to
measure physical properties, including temperature, particular
counting, color, and fluorescence for Medical and Process Control
applications. The Terahertz sensor product line is targeted at the
industrial Process Control and quality control markets through
nondestructive testing and can measure subsurface physical
properties, like multi-layers thicknesses, density, moisture
content, anomaly detection and some chemical features, online and
in real time. For more information visit
www.advancedphotonix.com.
About Luna
Luna Innovations Incorporated (NASDAQ:
LUNA) (www.lunainc.com) is a public company composed of scientists,
engineers, and business professionals developing and manufacturing
a new generation of technologies and products. It has been
successful in taking innovative technologies from applied research
to product development and ultimately to the commercial market,
driving breakthroughs in fields such as aerospace, automotive,
telecommunications, healthcare, energy, and defense.
Forward Looking Statements
This release includes
information that constitutes "forward-looking statements" made
pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995 that involve risk and uncertainties.
These statements include our expectations regarding the completion
of the merger, the prospects of the combined company and the
companies' future growth. Management cautions the reader that these
forward-looking statements are only predictions and are subject to
a number of both known and unknown risks and uncertainties, and
actual results, performance, and/or achievements of the companies
may differ materially from the future results, performance and/or
achievements expressed or implied by these forward-looking
statements as a result of a number of factors. These factors
include, but are not limited to: the approval of the merger and
related matters by the companies' respective stockholders and
satisfaction of other closing conditions of the merger; the
uniqueness and advantages of API's or Luna's technology and
intellectual property; potential costs savings and synergies from
the merger; potential for profitability; potential for future
commercialization of their technologies; the competitive advantage
afforded by API's or Luna's technology; the potential efficacy of
API's or Luna's technology; and growth potential of certain
markets. Statements that describe the companies' business
strategies, goals, prospects, opportunities, outlook, plans or
intentions are also forward-looking statements. Uncertainties
regarding technical and scientific difficulties, issues that might
arise in any particular business relationship and other risks and
uncertainties are set forth in the companies' periodic reports and
other filings with the Securities and Exchange Commission. Such
filings are available at the SEC's website at http://www.sec.gov,
and at the companies' websites at http://www.advancedphotonix.com
and http://www.lunainc.com. The statements made in this release are
based on information available to the companies as of the date of
this release and API and Luna undertake no obligation to update any
of the forward-looking statements after the date of this
release.
No Offer or Solicitation
This release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction in
connection with the transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. 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.
Important Additional Information Has Been and Will Be Filed
with the SEC
Luna has filed with the SEC a registration statement on Form S-4
that includes a preliminary joint proxy statement of Luna and API
that also constitutes a preliminary prospectus of Luna. The
registration statement has not yet become effective. Luna and API
plan to mail the joint proxy statement/prospectus to their
respective stockholders in connection with the transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LUNA, API, THE
TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the definitive joint proxy statement/prospectus and other documents
filed with the SEC by Luna and API through the website maintained
by the SEC at www.sec.gov. In addition, investors and stockholders
will be able to obtain free copies of the definitive joint proxy
statement/prospectus and other documents filed by Luna with the SEC
by contacting Luna at One Riverside Circle, Suite 400, Roanoke, VA 24016, Attention: Investor
Relations or by calling (540)769-8400 and will be able to obtain
free copies of the definitive joint proxy statement/prospectus and
other documents filed by API by contacting API at 2925 Boardwalk,
Ann Arbor, Michigan 48104,
Attention: Investor Relations or by calling
(734)864-5699.
Participants in the Solicitation
Luna and API and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the respective stockholders described in the joint
proxy statement/prospectus. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the respective stockholders of Luna and API in
connection with the proposed transaction, including a description
of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the definitive joint proxy
statement/prospectus filed with the SEC. Information regarding
Luna's directors and executive officers is contained in Luna's
Annual Report for the year ended December
31, 2013, filed with the SEC on April
10, 2014 and its proxy statement on Schedule 14A, filed with
the SEC on April 15, 2014.
Information regarding API's directors and executive officers is
contained in API's Annual Report on Form 10-K for the year
ended March 31, 2014, filed with the
SEC on June 30, 2014, and its proxy
statement on Schedule 14A, filed with the SEC on July 11, 2014.
CONTACT: ir@advancedphotonix.com
Logo -
http://photos.prnewswire.com/prnh/20130304/LA69982LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/advanced-photonix-and-luna-innovations-merger-update---amended-press-release-300046820.html
SOURCE Advanced Photonix, Inc.