UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 25, 2021
COHERENT, INC.
(Exact name of Registrant as Specified in its
Charter)
Delaware
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001-33962
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94-1622541
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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5100 Patrick Henry Drive
Santa Clara, California 95054
(Address of Principal Executive Offices, including
Zip Code)
(408) 764-4000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common
Stock (par value $0.01 per share)
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COHR
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The
NASDAQ Stock Market LLC
Nasdaq
Global Select Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Coherent, Inc. (“Coherent”) was notified on
August 25, 2021, that its pending merger with II-VI Incorporated (“II-VI”) received unconditional clearance by
the Federal Cartel Office in Germany. The remaining competition clearances are in the People’s Republic of China and South Korea.
As previously noted, the parties believe that the merger will close during the first calendar quarter of 2022.
Cautionary Note Regarding
Forward-Looking Statements
This communication 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 communication 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 communication 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 communication 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 research
and development 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 (the
“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”), and thereafter amended, 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 Coherent nor II-VI 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.
Important Information
and Where You Can Find It
This communication does
not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed transaction, II-VI
and Coherent filed with the SEC the Form S-4 on April 27, 2021 (as amended on May 4, 2021 and as supplemented by Coherent
in its Form 8-K, as amended, filed with the SEC on June 15, 2021), which includes a joint proxy statement of II-VI and Coherent
and that also constitutes a prospectus with respect to shares of II-VI’s common stock to be issued in the proposed transaction.
The Form S-4 was declared effective on May 6, 2021, and II-VI and Coherent commenced mailing to their respective stockholders
on or about May 10, 2021. This communication is not a substitute for the Form S-4, the Joint Proxy Statement/Prospectus or any
other document II-VI and/or Coherent may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF II-VI AND COHERENT ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of these documents and other documents filed with
the SEC by II-VI and/or Coherent through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC
by Coherent may be obtained free of charge on Coherent’s investor relations site at https://investors.coherent.com. Copies of the
documents filed with the SEC by II-VI may be obtained free of charge on II-VI’s investor relations site at https://II-VI.com/investor-relations.
No Offer or Solicitation
This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the U.S. Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 26, 2021
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Coherent,Inc.
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By:
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/s/ Bret DiMarco
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Name:
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Bret DiMarco
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Title:
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Executive Vice President, Chief Legal Officer and Corporate Secretary
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