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ZYGO (ZYGO) Board Evaluating Unsolicited Proposal From II-VI

MIDDLEFIELD, CT — (Marketwire) — 01/07/10 — Zygo Corporation (“ZYGO”) (NASDAQ: ZIGO) today announced that its Board of Directors received from II-VI Incorporated (NASDAQ: IIVI) on January 5, 2010 an unsolicited proposal to acquire all of the outstanding shares of common stock of ZYGO for $10.00 per share in cash or II-VI common stock (subject to a limitation on the aggregate amount of II-VI common stock). The Board of Directors will engage an independent financial advisor and evaluate this proposal carefully and pursue the best course of action to enhance value for ZYGO’s shareholders.

Bruce W. Worster, Chairman of the Board of ZYGO, stated, “The Board of Directors will evaluate this proposal in the context of ZYGO’s current strategic plans to increase shareholder value. ZYGO is in the late stages of implementing a substantial reorganization of its business which we believe will strengthen the company’s ability to concentrate on its core markets and technology, and enhance shareholder value. The company is continuing to recognize significant benefits from implementation of its previously announced cost reduction initiatives and completion of sales and other strategic arrangements for its non-core business units. In addition, ZYGO is in the advanced stages of discussions with a dynamic and industry-experienced CEO candidate and with regard to the augmentation of its existing product line in a core competency, which should further increase shareholder value. The Board is optimistic about ZYGO’s future prospects and the shareholder value we expect the company to deliver through its current strategy,” continued Dr. Worster. In addition, J. Bruce Robinson, Chief Executive Officer of ZYGO, said, “Our financial results for fiscal 2010 to date include a number of highlights. Orders have increased quarter on quarter. The increase in customer bookings across virtually all of our markets is an indication that the business environment in these markets appears to be improving, and we anticipate that our margins will continue to improve. Our balance sheet remains strong.”

Zygo Corporation is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial markets.

Forward-Looking Statements

All statements other than statements of historical fact included in this news release regarding financial performance, condition and operations, and the business strategy, plans, anticipated sales, orders, market acceptance, growth rates, market opportunities, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management’s current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plans,” “strategy,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending of our customers; fluctuations in net sales to our major customer; manufacturing and supplier risks; risks of order cancellations, push-outs and de-bookings; dependence on timing and market acceptance of new product development; rapid technological and market change; risks in international operations; risks related to the reorganization of our business; dependence on proprietary technology and key personnel; length of the sales cycle; environmental regulations; investment portfolio returns; fluctuations in our stock price; the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; and the risk related to the Company’s transition to new senior management. Zygo Corporation undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this news release. Further information on potential factors that could affect Zygo Corporation’s business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K, as amended by our Form 10-K/A, for the fiscal year ended June 30, 2009, filed with the Securities and Exchange Commission on September 14, 2009, October 26, 2009, and December 23, 2009 respectively.

Thursday, January 7th, 2010 Uncategorized
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