Lumera (NASDAQ:LMRA)
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Lumera Corporation (NASDAQ:LMRA) and privately owned GigOptix LLC, today
announced the completion of their planned merger transaction, which is
effective today. The combined company will conduct business as GigOptix,
Inc. (GigOptix), and its common stock will trade beginning tomorrow,
December 10, on the OTC Bulletin Board, which is not a national
securities exchange, under the symbol GGOX.
Under the terms of the merger agreement, GigOptix LLC securityholders
are receiving approximately 0.1375 shares of GigOptix, Inc. common stock
for each GigOptix LLC membership unit, and Lumera Corporation
stockholders are receiving 0.125 shares of GigOptix, Inc. common stock
for each share of Lumera Corporation common stock. Lumera Corporation
stockholders holding stock certificates will soon receive share exchange
instructions.
The Lumera closing bid on December 9, 2008 was $1.72, as adjusted to
reflect a 1 for 8 reverse stock split.
The combination, which was announced on March
27, 2008, was approved by the GigOptix securityholders on March 26,
2008 and by Lumera Corporation stockholders at a meeting held on
December 4, 2008.
Company Leadership and Headquarters
Dr. Avi Katz will serve as Chief Executive Officer and Chairman of the
Board of GigOptix. Peter Biere will serve as Chief Financial Officer,
Andrea Betti-Berutto will serve as Chief Technology Officer, Julie
Tipton will serve as Vice President of Marketing, Dr. Raluca Dinu will
serve as Vice President of Advanced Engineering, Vivek Rajgarhia will
serve as Vice President of Global Sales, Marc Correa will serve as Vice
President of Global Operations and Dr. Jörg Wieland will serve as Vice
President and General Manager of GigOptix-Helix AG.
C. James Judson and Dr. Joseph Vallner, formerly Lumera Corporation
board members will be on the board of GigOptix. Kimberly D.C. Trapp,
formerly a board member of both GigOptix LLC and Lumera, will be on the
board of GigOptix Inc. Other board members will include Stephen C.
Johnson, a former GigOptix LLC board member, Neil J. Miotto and Douglas
L. Swenson.
GigOptix will be headquartered in Palo Alto, CA and will maintain
operations in Bothell, WA and Zurich, Switzerland.
About GigOptix
GigOptix is a leading fabless semiconductor manufacturer of electronic
engines for the optically connected digital world. GigOptix offers a
broad portfolio of high speed electronic devices including polymer
electro-optic modulators, modulator drivers, laser drivers and TIAs for
telecom, datacom, Infiniband and consumer optical systems, covering
serial and parallel laser technologies from 1G-100Gbps. For more
information, please visit www.GigOptix.com.
Forward-Looking Statements
Except for the historical and current factual information contained
herein, this release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements by GigOptix
regarding its expected financial position, revenues, cash flow and other
operating results, business strategy, financing plans, forecasted trends
related to the markets in which it operates, and similar matters are
forward-looking statements. GigOptix’s actual results could be
materially different from its expectations because of various risks.
These risks, some of which are discussed under the caption “Risk
Factors” in the company’s registration statement on Form S-4 on file
with the SEC, include overcapacity in the telecommunications and
networking markets, competition resulting from consolidation within
network equipment and telecommunications equipment companies, the
company’s dependence on new product development, rapid technological and
market change, the ability of the company to raise additional capital,
and various other factors beyond the company’s control. Other important
risk factors that could cause GigOptix's actual results to differ from
those contained or implied in its forward-looking statements include the
company’s possible failure to realize the cost savings, operating
efficiencies and new revenue opportunities expected to result from the
merger of Lumera Corporation and GigOptix LLC. Except for any obligation
to disclose material information under the Federal securities laws,
GigOptix undertakes no obligation to release publicly any revisions to
any forward-looking statements to reflect events or circumstances after
the date of this document.