Form: 8-K

Current report filing

February 21, 2002

PRESS RELEASE 2/6/02

Published on February 21, 2002

EXHIBIT 99.1

EMCORE ENTERS AGREEMENT TO ACQUIRE TECSTAR'S APPLIED SOLAR DIVISION

SOMERSET, N.J.--(BUSINESS WIRE)--Feb. 6, 2002--EMCORE Corporation
(NASDAQ: EMKR - news):

o The acquisition will make EMCORE the world's largest independent solar
panel integrator.

o The transaction will be accretive immediately.

EMCORE Corporation (NASDAQ: EMKR - news), a leading provider of semiconductor
technologies for global communications, announced today that it has reached an
agreement to acquire certain assets of the Applied Solar Division business of
Tecstar, Inc. ( "Tecstar "). The transaction will make EMCORE the world's
largest independent solar panel integrator. Under the terms of the agreement,
which was signed by the parties on February 6, 2002, EMCORE will pay $21 million
for the solar cell business and operations of Tecstar. The acquisition will also
vertically integrate all aspects of satellite solar panel construction within
EMCORE and provide EMCORE with solar panel manufacturing expertise with a proven
flight heritage dating back to 1958.

The Tecstar acquisition enables EMCORE to further penetrate the satellite
communications market by expanding the company's product offerings to include
CICs (cover interconnect cells) and solar panels. EMCORE will now offer solar
array integrators and satellite manufacturers a single supply source to meet
their power requirements. The solar panel array is a critical sub-assembly in
satellite manufacturing. The greater the efficiency (light-to-energy conversion)
in a solar panel, the more transponders a satellite can support. This results in
more capacity to transmit data and a corresponding increase in satellite
revenues. EMCORE currently manufactures the most efficient radiation hard solar
cell in the world, with a beginning of life efficiency of 27.5%.

Tecstar, the industry's first solar cell manufacturer for space applications,
has an impressive 40+ year history of providing fully integrated solar panels
that have powered many well known space programs such as the NASA Mars
Pathfinder. With proven flight processes and solar panel service to all major
satellite solar array integrators in the US and most international suppliers,
Tecstar's experience and firmly established track record with customers will be
paramount to EMCORE's increasing success in the satellite communications sector.

Reuben F. Richards, Jr., President and CEO of EMCORE, stated, "EMCORE has the
most advanced solar cell technology available today. By acquiring Tecstar, we
are combining our industry-leading technology with Tecstar's proven flight
heritage to offer manufacturers an integrated solution to meet all of their
satellite power needs from a single source. As a result of this added
capability, EMCORE will play a more direct role in a satellite's on-orbit
success." Bryon Borgardt, Vice President and Chief Financial Officer of Tecstar,




added, "We are excited that the Tecstar heritage will continue under the
leadership of EMCORE, where our team can combine its experience with EMCORE's
innovative photovoltaic technology to create the best solar panels available. We
are confident that EMCORE's leading solar cell technology will provide the
building blocks to achieve greater satellite performance, while Tecstar's
history of success with major satellite providers will enhance these efforts."

The acquisition will be effected through a Chapter 11 reorganization of Tecstar.
The motion to approve the sale of certain Tecstar assets to EMCORE will be filed
with the Delaware Bankruptcy Court this week and requires Bankruptcy Court
approval. The proceeds from the EMCORE transaction and the disposition or
reorganization of Tecstar's remaining assets will be used for the payment of
Tecstar's creditors. The Tecstar transaction is expected to be immediately
accretive to EMCORE shareholders.

EMCORE Corporation offers a versatile portfolio of compound semiconductor
products for the rapidly expanding broadband and wireless communications and
solid state lighting markets. 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 world of compound semiconductors. EMCORE's solutions include:
optical components for high speed data and telecommunications; solar cells for
global satellite communications; electronic materials for high bandwidth
communications systems, such as Internet access and wireless telephones; MOCVD
tools for the growth of GaAs, AlGaAs, InP, InGaP, InGaAlP, InGaAsP, GaN, InGaN,
AlGaN, and SiC epitaxial materials used in numerous applications, including data
and telecommunications modules, cellular telephones, solar cells and high
brightness LEDs. 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 relating to future events that involve risks and
uncertainties. Words such as "expects," "anticipates," "intends," "plans,"
believes," and "estimates," and variations of these words and similar
expressions, identify these forward-looking statements. Actual operating results
may differ materially from such forward-looking statements and are subject to
certain risks, including risks arising from: cancellations, rescheduling or
delays in product shipments; manufacturing capacity constraints; lengthy sales
and qualification cycles; difficulties in the production process; changes in
semiconductor industry growth, increased competition, delays in developing and
commercializing new products, and other factors described in EMCORE's filings
with the Securities and Exchange Commission. In addition, the potential
acquisition of the assets of Tecstar is subject to risks and contingencies to
closing, which are outside of EMCORE's control, such as the requirement that the
transaction be approved by the Bankruptcy Court and the risk of an overbid. The
forward-looking statements contained in this news release are made as of the
date hereof and EMCORE does not assume any obligation to update the reasons why
actual results could differ materially from those projected in the
forward-looking statements.

Contact:
EMCORE Corporation
Tom Werthan, 732/271-9090
or
TT Communications
Victor Allgeier, 212/794-1050



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