CYBEROPTICS CORPORATION Item 8.01 Other Events.
OnAugust 7, 2022 ,CyberOptics Corporation , aMinnesota corporation ("CyberOptics", or the "Company"), Nordson Corporation, anOhio corporation ("Nordson"), andMeta Merger Company , aMinnesota corporation and a wholly owned subsidiary of Nordson ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge with and intoCyberOptics , whereupon the separate existence of Merger Sub will cease, andCyberOptics will be the surviving company as a wholly owned subsidiary of Nordson (the "Merger"). Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of the Company (the "Company Common Stock"), subject to certain exceptions set forth in the Merger Agreement, will be canceled and extinguished and will be converted into the right to receive$54.00 in cash, without interest (the "Merger Consideration"). Following the filing ofCyberOptics' preliminary proxy statement associated with the Merger with theSEC onSeptember 12, 2022 ,Shiva Stein filed a complaint captioned Stein v.CyberOptics Corporation , et al., Case No. 1:22-cv-7823, in theUnited States District Court for the Southern District of New York (the "Stein Complaint"). The Stein Complaint generally alleges thatCyberOptics' preliminary proxy statement omits material information with respect to the Merger and that, as a result,CyberOptics and each member of theCyberOptics' Board of Directors (the "CyberOptics Board") violated Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and that eachCyberOptics Board member violated Section 20(a) of the Exchange Act. The Stein Complaint also alleges that all defendants also violated 17 C.F.R. § 244.100. The Complaint seeks (i) injunctive relief; (ii) rescission in the event the Merger is consummated or alternatively rescissory damages; (iii) granting an accounting for all damages suffered, (iv) plaintiff's attorneys' and experts' fees and costs; and (v) other such relief that the court deems just and proper. OnOctober 13, 2022 ,Christopher Taylor filed a complaint captioned Taylor v.CyberOptics Corporation et al., Case No. 1:22-cv-08727, in theUnited States District Court for the Southern District of New York (the "Taylor Complaint"). The Taylor Complaint makes similar allegations and seeks similar relief as the Stein Complaint. In addition, counsel for seven shareholders delivered demand letters to theCyberOptics , which threatened the filing of similar lawsuits.
On
CyberOptics and the individual defendants believe thatCyberOptics has previously disclosed all information required to be disclosed to ensure that its shareholders can make an informed vote at the Special Meeting (as defined below) and that the additional disclosures requested by the plaintiffs are not required by the federal securities laws orMinnesota law, and are otherwise immaterial. Accordingly,CyberOptics and the individual defendants believe the claims asserted in the Merger Complaints are without merit. However, in order to reduce the costs, risks and uncertainties inherent in litigation,CyberOptics has determined voluntarily to supplement the Proxy Statement as described in this Current Report on Form 8-K (the "Report"). Nothing in this Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary,CyberOptics and theCyberOptics board of directors specifically deny all allegations in the Merger Complaints that any additional disclosure was or is required.
TheCyberOptics' Board recommends that you vote: (1) "FOR" the adoption of the merger agreement; (2) "FOR" the compensation that will or may become payable byCyberOptics to its named executive officers in connection with the merger; and (3) "FOR" the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith byCyberOptics' Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. These supplemental disclosures will not affect the merger consideration or the timing ofCyberOptics' Special Meeting of Shareholders scheduled forNovember 2, 2022 , at10:00 a.m. Central time (the "Special Meeting"), which will be held atCyberOptics headquarters located at5900 Golden Hills Drive ,Minneapolis, MN 55416.
If you have any questions or need assistance voting your shares, please contact
Okapi Partners 1212 Avenue of the Americas , 24th FloorNew York, NY 10036 Shareholders call toll-free: (877) 274-8654 Banks and brokers call collect: (212) 297-0720
Supplemental Disclosures to Proxy Statement
This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the Proxy Statement. All page references in the information below are to pages in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before any additions or deletions resulting from the supplemental disclosures. Where appropriate, bolded text shows text being added to a referenced disclosure in the Proxy Statement and strikethrough text shows text being removed from the Proxy Statement. The information contained herein speaks only as ofOctober 21, 2022 unless the information indicates another date applies.
1. The disclosure under the heading "The Merger-Unaudited Prospective Financial
Information-Financial Information" on page 37, is deleted in its entirety and
replaced with the following:
Financial Forecasts
The following table sets forth figures contained in the Financial Forecast, as
shared with the CyberOptics Board and as approved by CyberOptics management to
be shared with potential bidders:
Year ending December 31,
$ in millions except per share amounts 2022 2023 2024
Revenue $ 106.9 $ 123.0 $ 142.0
Cost of goods 57.1 65.7 75.8
Gross margin 49.9 57.3 66.2
Research & development 12.3 12.9 13.8
Sales and marketing 12.2 13.6 15.2
General and administrative 7.5 7.7 8.2Total Direct Operating Expenses 32.0 34.2 37.2
Operating income 17.8 23.1 29.0 Interest and other 0.3 0.5 0.8 Pre-tax income 18.2 23.6 29.8 Taxes 2.2 3.3 4.8 Net income$ 16.0 $ 20.3 $ 25.0 EPS$ 2.10 $ 2.67 $ 3.29
2. The disclosure under the heading "The Merger-Unaudited Prospective Financial
Information-Additional Financial Information" on page 37 is hereby amended to
add the following new paragraph below the table:
The following table sets forth prospective unlevered free cash flows for the
periods indicated:
Stub Period
Ending Year ending
December 31, December 31, Terminal
$ in millions 2022(2) 2023 2024 Year
Unlevered free cash flows (1) $ 6.7
(1) "Unlevered" free cash flows are a non-GAAP measure calculated as adjusted
operating income plus depreciation and amortization, and less capital
expenditures, changes in net working capital and taxes.
(2) Represents the period from
3. The first paragraph under the heading "The Merger-Unaudited Prospective
Financial Information-Additional Financial Information" that begins under the
table on page 37 is amended as follows:
Adjusted operating income, EBITDA, Adjusted EBITDA, Adjusted net income, and
Adjusted earnings per share and unlevered free cash flows are non-GAAP financial
measures within the meaning of the applicable rules and regulations of the SEC ,
which are financial measures that are not calculated in accordance with GAAP.
Non-GAAP financial measures should not be viewed as a substitute for GAAP
financial measures and may be different from non- GAAP financial measures used
by other companies. Accordingly, non-GAAP financial measures should be
considered together with, and not as an alternative to, financial measures
prepared in accordance with GAAP. SEC rules that may otherwise require a
reconciliation of a non-GAAP financial measure to a GAAP financial measure do
not apply to non-GAAP financial measures provided to directors or a financial
advisor (like the Additional Financial Information) in connection with a
proposed transaction like the merger when the disclosure is included in a
document like this proxy statement. In addition, reconciliations of non- GAAP
financial measures to GAAP financial measures were not relied upon by Barclays
for purposes of its opinion or by the CyberOptics Board in connection with its
consideration of the merger. Accordingly, CyberOptics has not provided a
reconciliation of the EBITDA to the relevant GAAP financial measures.
4. The disclosure under the heading "The Merger-Opinion of
Inc.-Summary of
Analysis" is hereby amended by deleting the first two tables on page 46 of the
Proxy Statement and replacing them with the following two tables:
EV as a Multiple of EBITDA
2022E 2023E
Small Cap.
Nova Ltd. 15.8x 15.9x
Onto Innovation Inc. 13.2x 11.8x
Camtek Ltd. 11.7x 11.5x
Mycronic AB 12.6x 12.2x
FormFactor, Inc. 15.0x 12.2x
Small Cap. Median 13.2x 12.2x
Large Cap.
KLA Corporation 13.8x 13.9x
Lam Research Corporation 12.3x 12.2x
Applied Materials, Inc. 11.8x 11.3x
Teradyne, Inc. 16.5x 14.5x
Large Cap Median 13.1x 13.0x
Overall Median 13.2x 12.2x
Range 11.7x - 16.5x 11.3x - 15.9x
P/E
2022E 2023E
Small Cap.
Nova Ltd. 22.1x 21.8x
Onto Innovation Inc. 17.3x 16.0x
Camtek Ltd. 16.8x 16.7x
Mycronic AB 20.1x 19.3x
FormFactor, Inc. 23.7x 19.5x
Small Cap Median 20.1x 19.3x
Large Cap.
KLA Corporation 17.3x 16.5x
Lam Research Corporation 14.7x 14.1x
Applied Materials, Inc. 14.4x 13.2x
Teradyne, Inc. 25.5x 20.2x
Large Cap Median 16.0x 15.3x
Overall Median 17.3x 16.7xRange 14.4x - 25.5x 13.2x - 21.8x
5. The disclosure under the heading "The Merger-Opinion of
Inc.-Summary of Material Financial Analyses-Selected Precedent Transaction
Analysis" is hereby amended by deleting the first table on page 47 of the
Proxy Statement and replacing it with the following table:
Date Enterprise Value EV/Revenue EV/EBITDA
Announced Acquiror Target ($mm) FTM LTM FTM
CMC Materials,
12/15/2021 Entegris, Inc. Inc. $ 6,475 5.16x 18.1x 17.6x
EnPro
Industries,
11/5/2021 Inc. NxEdge, Inc. 850 N/A 12.1x N/A
MKS
Instruments,
7/1/2021 Inc. Atotech Ltd. 6,500 4.74x 19.3x 14.0x
MKS
Instruments, Photon Control,
5/10/2021 Inc. Inc. 283 4.50x 16.5x 15.2x
3/25/2021 II-VI, Inc. Coherent, Inc. 6,961 4.77x 44.9x 25.9x
Ham-Let
Ultra Clean (Israel-Canada)
12/16/2020 Holdings, Inc. Ltd. 348 N/A 14.5x N/A
Rudolph
Nanometrics, Technologies,
6/24/2019 Inc. Inc. 698 2.59x 12.9x 13.7x
Electro
MKS Scientific
Instruments, Industries,
10/30/2018 Inc. Inc. 911 2.87x 6.6x 10.6x
KLA-Tencor
3/19/2018 Corp. Orbotech Ltd. 3,184 3.13x 16.7x 14.0x
Kohlberg
Kravis Roberts Hitachi Kokusai
4/26/2017 & Co. LP Electric, Inc. 2,427 1.42x 15.2x 10.3x
Veeco
Instruments,
2/2/2017 Inc. Ultratech, Inc. 541 2.53x 18.6x 16.5x
Hermes
ASML Holding Microvision,
6/15/2016 NV Inc. 2,847 9.33x 39.5x 22.2x
Rofin-Sinar
Technologies,
3/16/2016 Coherent, Inc. Inc. 802 1.56x 10.3x 10.4x
MKS
Instruments,
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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