EXHIBIT 99.1
| | Zygo Corporation and Subsidiaries Laurel Brook Road
P.O. Box 448
Middlefield, Connecticut
06455-0448 Voice: 860-347-8506
Fax: 860-347-8372
http://www.zygo.com |
| | |
January 20, 2009
BY FAX TO (503) 671-5698
AND FEDERAL EXPRESS
Electro Scientific Industries, Inc.
13900 NW Science Park Drive
Portland, OR 97229
Attention: Nicholas Konidaris
Re: Withdrawal of Recommendation
Dear Sirs:
We refer to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of October 15, 2008, by and among Electro Scientific Industries, Inc., an Oregon corporation (“ESI”), Zirkon Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ESI, and Zygo Corporation, a Delaware corporation (“Zygo”). Capitalized terms used in this letter that are not defined herein shall have the respective meanings given to them in the Merger Agreement.
Notice is hereby given that Zygo’s Board of Directors has resolved to withdraw the original Company Board Recommendation, as permitted by the terms of the Merger Agreement.
Zygo reserves all rights and remedies it may have under the Merger Agreement and all other appropriate actions as are available to Zygo in equity or under applicable law. Nothing contained in this letter is intended to waive any rights, remedies, or recourse available to Zygo.
| ZYGO CORPORATION |
| | |
| By: | /s/ J. BRUCE ROBINSON |
| | J. Bruce Robinson |
| | President and Chief Executive Officer |
| cc: | Stoel Rives LLP |
| | 900 SW Fifth Avenue, Suite 2600 |
| | Portland, OR 97204 |
| | Attention: Henry Hewitt, Esq. |
| | Steven Hull, Esq. |
| |
| | Fulbright & Jaworski L.L.P. |
| | 666 Fifth Avenue |
| | New York, NY 10103 |
| | Attention: Paul Jacobs, Esq. |
| | Sheldon G. Nussbaum, Esq. |
