Electro Scientific Industries enters into voting agreement with D3 Family Fund, Nierenberg

By Lisa Kerner

Charlotte, N.C., Dec. 9 - Electro Scientific Industries, Inc. entered into a voting agreement with the D3 Family Fund, LP, Nierenberg Investment Management Co., Inc. and their affiliates.

The parties collectively own more than 15% of the company's total issued and outstanding shares, it was reported in a form 8-K filed with the Securities and Exchange Commission.

The investors agreed to vote the number of shares owned by them in excess of 15% in accordance with the recommendation of the company's board of directors.

According to the filing, the agreement remains in effect for a minimum of three years.

Electro Scientific also reported that it amended its March 1, 2002 amended and restated rights agreement with Mellon Investor Services LLC. The company said it clarified the definition of an "acquiring person."

It was previously reported that the Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in the proposed acquisition of Zygo Corp. by Electro Scientific.

Electro Scientific agreed in October to acquire Zygo in an all-stock transaction that will give Zygo shareholders 1.0233 shares of Electro Scientific stock for each share of Zygo stock in a tax-free transaction valued at about $10.30 per share.

Portland, Ore.-based Electro Scientific supplies photonic and laser systems to microelectronics customers.

Zygo supplies optical metrology instruments, precision optics and electro-optical design and manufacturing services. The company is located in Middlefield, Conn.

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