Filed by EMCORE
Corporation, pursuant to
Rule 425 under the
Securities Act of 1933, as
amended, and deemed filed
pursuant to Rule 13e-4(c)
under the Securities
Exchange Act of 1934, as
amended Subject Company:
EMCORE Corporation
Commission File No.: 333-111585
[GRAPHIC OMITTED]
PRESS RELEASE
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EMCORE CORPORATION COMMENCES EXCHANGE OFFER FOR ITS 5% CONVERTIBLE SUBORDINATED
NOTES DUE MAY 2006
SOMERSET, New Jersey, January 21, 2004 -- EMCORE Corporation (NASDAQ: EMKR), a
leading provider of compound semiconductor products for the rapidly expanding
broadband and wireless communications markets and the solid state lighting
industry, today commenced an offer to exchange up to $88,962,500 principal
amount of its new 5% Convertible Senior Subordinated Notes due May 15, 2011
("new notes") and $56,612,500 payable in its common stock, up to a maximum of
10,542,365 shares, for up to all of the $161,750,000 principal amount of its
currently outstanding 5% Convertible Subordinated Notes due May 2006 ("existing
notes"). For each $1,000 principal amount of existing notes that is tendered,
holders will receive $550 principal amount of new notes and $350 payable in
EMCORE common stock if EMCORE's stock price is greater than $5.37 per share. If
EMCORE's stock price is at or below $5.37 per share, holders will receive 65.18
shares of EMCORE common stock. In no event will the total of the number of
shares underlying the new notes and the number of shares issued in the exchange
offer exceed 21,579,896 shares of EMCORE common stock upon full conversion of
the new notes.
If consummated, the exchange offer will allow the Company to reduce its
outstanding indebtedness by up to $72,787,500 and reduce its interest expense
through May 15, 2006 by up to $3,639,375 per year.
The exchange offer is scheduled to expire on February 18, 2004 at 11:59 p.m.,
unless extended. The new notes will be senior in ranking to the existing notes.
The new notes will be convertible into shares of EMCORE common stock at any time
prior to maturity at a conversion price equal to $8.06 per share.
CIBC World Markets is serving as the dealer manager for the exchange offer.
Wilmington Trust Company is serving as the exchange agent. A prospectus for the
exchange offer is available free of charge from the information agent, DF King &
Co., Inc., 48 Wall St., New York, New York 10005 (800-431-9621). The prospectus,
the letter of transmittal and other related exchange offer materials may also be
obtained free of charge at the SEC's website (www.sec.gov).
A registration statement relating to the new notes and the shares of common
stock proposed to be issued in the exchange offer has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be exchanged or sold, nor may offers to exchange or offers to
buy them be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to exchange or sell,
or the solicitation of an offer to buy, the securities, nor shall there be any
offer, exchange, solicitation or sale of any securities in any state in which
such offer, exchange, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
other jurisdiction.
ABOUT EMCORE:
EMCORE Corporation offers a broad portfolio of compound semiconductor-based
products for the rapidly expanding broadband and wireless communications markets
and the solid-state lighting industry. The company's integrated solutions
philosophy embodies state-of-the-art technology, material science expertise, and
a shared vision of our customer's goals and objectives to be leaders and
pioneers in the rapidly growing communications market. EMCORE's solutions
include: optical components for fiber-to-the-curb/home/business, cable
television, and high speed data and telecommunications; solar cells, solar
panels and fiber optic satellite links for global satellite communications; and
electronic materials for high bandwidth communications systems, such as Internet
access and wireless telephones. Through its participation in GELcore, LLC,
EMCORE plays a vital role in developing and commercializing next-generation LED
technology for use in the general illumination market. For further information
about EMCORE, visit http://www.emcore.com.
The information provided herein may include 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. Investors are cautioned that all
forward-looking statements regarding EMCORE, its operations and its financial
results involve risks and uncertainties, including without limitation risks
associated with the proposed exchange offer, including the possibility that the
proposed exchange offer may not be consummated; risks related to the issuance of
common stock in the exchange offer, including dilution to existing shareholders
and volatility in our stock price; risks relating to EMCORE's indebtedness;
risks of downturns in economic conditions generally and in the
telecommunications and data communications markets and the compound
semiconductor industry specifically; risks relating to reduced revenues
resulting from the TurboDisc sale; risks to continuing operations arising from
the separation of the TurboDisc operations from the Company; risks that EMCORE's
restructuring and realignment efforts may not be successful in achieving their
expected benefits, may be insufficient to align EMCORE's operations with
customer demand and the changes affecting our industry, or may be more costly
than currently anticipated; risks related to intellectual property rights and
litigation; risks in technology development and commercialization; and other
risks detailed in EMCORE's filings with the Securities and Exchange Commission.
CONTACT:
Tom Werthan
Chief Financial Officer
EMCORE Corporation
(732) 271-9090
info@emcore.com
Victor Allgeier
TTC Group
(212) 227-0997
info@ttcominc.com