Lumera (NASDAQ:LMRA)
Historical Stock Chart
From Jun 2019 to Jun 2024
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.