II‐VI Incorporated (Nasdaq: IIVI) and Coherent, Inc. (Nasdaq: COHR)
today announced that II-VI’s shareholders and Coherent’s
stockholders have each voted overwhelmingly to adopt and approve,
as applicable, all proposals relating to the previously announced
merger agreement for II-VI to acquire Coherent. The votes were held
at the respective special meetings of II-VI's shareholders and
Coherent's stockholders today. Approximately 99% of the votes cast
at II-VI’s special meeting voted to approve the proposal to issue
shares of II-VI common stock as described in the joint proxy
statement/prospectus for the special meeting, and approximately 99%
of the shares of Coherent common stock voting at Coherent’s special
meeting voted to approve the proposal to adopt the merger
agreement.
“We are thrilled that II-VI shareholders and Coherent
stockholders share our strong conviction in this transformative
business combination, which will create a diversified global leader
in engineered materials, photonics, and electronics, gaining
greater exposure to irreversible market megatrends,” said Dr.
Vincent D. Mattera, Jr., Chief Executive Officer of II-VI.
“Together, we will be able to leverage our disruptive technology
platforms and complementary scale to address a broader customer
base around the globe and drive continued growth and innovation,
while gaining deeper market insights from our combined businesses
to better inform our strategic investments and decisions. We are
excited to work together with the talented Coherent team to
continue delivering significant value to all stakeholders,
including shareholders, customers, employees, and business
partners.”
“The combination of II-VI and Coherent will provide compelling
benefits to our customers, create more opportunities for our team
members to continue to develop innovative new products and
solutions, and deliver significant value for our stockholders,”
said Andy Mattes, President and Chief Executive Officer of
Coherent. “We are excited to hit the ground running upon
transaction close and look forward to bringing together our
customer-centric, innovative cultures with track records of
operational excellence.”
With approval from their respective shareholders and
stockholders completing a critical milestone, the companies believe
the transaction is on track to close by year-end 2021 or at the
beginning of the first calendar quarter of 2022. The transaction
remains subject to the completion of customary closing conditions,
including the receipt of required regulatory approvals.
Allen & Company LLC and J.P. Morgan Securities LLC are
acting as II-VI’s financial advisors, and Wachtell, Lipton, Rosen
& Katz and K&L Gates LLP are serving as legal advisors to
II-VI.
Bank of America and Credit Suisse are serving as financial
advisors to Coherent, and Skadden, Arps, Slate, Meagher & Flom
LLP is serving as legal advisor to Coherent.
About II-VI IncorporatedII-VI Incorporated, a
global leader in engineered materials and optoelectronic
components, is a vertically integrated manufacturing company that
develops innovative products for diversified applications in
communications, industrial, aerospace & defense, semiconductor
capital equipment, life sciences, consumer electronics, and
automotive markets. Headquartered in Saxonburg, Pennsylvania, II-VI
has research and development, manufacturing, sales, service, and
distribution facilities worldwide. II-VI produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms, including integrated
with advanced software to support our customers. For more
information about II-VI, visit II-VI's website at
www.ii-vi.com.
About Coherent, Inc.Founded in 1966, Coherent,
Inc. is a global provider of lasers and laser-based technology for
scientific, commercial and industrial customers. Coherent's common
stock is listed on the Nasdaq Global Select Market and is part of
the Russell 1000 and Standard & Poor’s MidCap 400 Index. For
more information about Coherent, visit Coherent’s website at
https://www.Coherent.com for product and financial updates.
Forward-Looking StatementsThis press release
contains forward-looking statements relating to future events and
expectations that are based on certain assumptions and
contingencies. The forward-looking statements are made pursuant to
the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. The forward-looking statements
in this document involve risks and uncertainties, which could cause
actual results, performance, or trends to differ materially from
those expressed in the forward-looking statements herein or in
previous disclosures.
II-VI and Coherent believe that all forward-looking statements
made in this press release have a reasonable basis, but there can
be no assurance that management’s expectations, beliefs, or
projections as expressed in the forward-looking statements will
actually occur or prove to be correct. In addition to general
industry and global economic conditions, factors that could cause
actual results to differ materially from those discussed in the
forward-looking statements in this press release include, but are
not limited to: (i) the failure of any one or more of the
assumptions stated above to prove to be correct; (ii) the
conditions to the completion of the proposed transaction between
II-VI and Coherent, including the receipt of any required
regulatory approvals, and the risks that those conditions will not
be satisfied in a timely manner or at all; (iii) the
occurrence of any event, change or other circumstances that could
give rise to an amendment or termination of the merger agreement
relating to the proposed transaction, including the receipt by
either party of an unsolicited proposal from a third party;
(iv) II-VI’s ability to finance the proposed transaction, the
substantial indebtedness II-VI expects to incur in connection with
the proposed transaction and the need to generate sufficient cash
flows to service and repay such debt; (v) the possibility that
the combined company may be unable to achieve expected synergies,
operating efficiencies and other benefits within the expected
time-frames or at all and to successfully integrate Coherent’s
operations with those of the combined company; (vi) the
possibility that such integration may be more difficult,
time-consuming or costly than expected or that operating costs and
business disruption (including, without limitation, disruptions in
relationships with employees, customers or suppliers) may be
greater than expected in connection with the proposed transaction;
(vii) litigation and any unexpected costs, charges or expenses
resulting from the proposed transaction; (viii) the risk that
disruption from the proposed transaction materially and adversely
affects the respective businesses and operations of II-VI and
Coherent; (ix) potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the proposed transaction; (x) the ability of
II-VI and Coherent to retain and hire key employees; (xi) the
purchasing patterns of customers and end users; (xii) the timely
release of new products, and acceptance of such new products by the
market; (xiii) the introduction of new products by competitors and
other competitive responses; (xiv) II-VI’s and Coherent’s ability
to assimilate recently acquired businesses and realize synergies,
cost savings and opportunities for growth in connection therewith,
together with the risks, costs, and uncertainties associated with
such acquisitions; (xv) II-VI’s and Coherent’s ability to devise
and execute strategies to respond to market conditions; (xvi) the
risks to anticipated growth in industries and sectors in which
II-VI and Coherent operate; (xvii) the risks to realizing the
benefits of investments in R&D and commercialization of
innovations; (xviii) the risks that the combined company’s stock
price will not trade in line with industrial technology leaders;
(xix) the risks of business and economic disruption related to the
currently ongoing COVID-19 outbreak and any other worldwide health
epidemics or outbreaks that may arise; (xx) pricing trends,
including II-VI’s and Coherent’s ability to achieve economies of
scale; and/or (xxi) uncertainty as to the long-term value of II-VI
common stock. Both II-VI and Coherent disclaim any obligation to
update information contained in these forward-looking statements,
whether as a result of new information, future events or
developments, or otherwise.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the definitive joint proxy
statement/prospectus included in the registration statement on Form
S-4 (File No. 333-255547) filed with the U.S. Securities and
Exchange Commission (the “SEC”) (as amended on May 4, 2021 and
supplemented by Coherent in its Form 8-K, as amended, filed with
the SEC on June 15, 2021), in connection with the proposed
transaction (the “Form S-4”). While the list of factors discussed
above and the list of factors presented in the Form S-4 are
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. For additional
information about other factors that could cause actual results to
differ materially from those described in the forward-looking
statements, please refer to II-VI’s and Coherent’s respective
periodic reports and other filings with the SEC, including the risk
factors contained in II-VI’s and Coherent’s most recent Quarterly
Reports on Form 10-Q and Annual Reports on
Form 10-K. Neither II-VI nor Coherent assumes any obligation
to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
Contacts
II-VI |
Investors:Mary Jane RaymondChief Financial
Officerinvestor.relations@ii-vi.comwww.ii-vi.com/contact-us |
Media:Sard Verbinnen & CoGeorge Sard / Jared
Levy / David IsaacsII-VI-SVC@sardverb.com |
Coherent |
Investors:Charlie KoonsBrunswick Group+1 (917)
246-1458 |
Media:Jonathan Doorley / Rebecca KralBrunswick
Group+1 (917) 459-0419 / +1 (917) 818-9002 |
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