SANTA CLARA, Calif.,
March 8, 2021 /PRNewswire/
-- Coherent, Inc. (NASDAQ: COHR) ("Coherent") today announced
that the company's board of directors, in consultation with its
financial and legal advisors, has unanimously determined that a
revised acquisition proposal Coherent received from II-VI
Incorporated (NASDAQ: IIVI) ("II-VI") constitutes a "Company
Superior Proposal" under Coherent's pending merger agreement with
Lumentum Holdings Inc. (NASDAQ: LITE) ("Lumentum"). Under the terms
of II-VI's revised proposal, each share of Coherent common stock
would be exchanged for $170.00 in
cash and 1.0981 shares of II-VI common stock at the completion of
the transaction. Coherent has notifed Lumentum that it intends to
terminate their merger agreement unless Coherent receives a revised
proposal from Lumentum by 11:59 p.m. Pacific
Time on March 11, 2021 that
the Coherent board determines to be at least as favorable to
Coherent's stockholders from a financial point of view as II-VI's
revised proposal, after taking into account all aspects of any such
proposal Coherent may receive from Lumentum.
Prior to making its determination regarding II-VI's revised
proposal, Coherent received revised proposals from Lumentum and a
revised proposal from MKS Instruments, Inc. (NASDAQ: MKSI) ("MKS").
Under the terms of one of Lumentum's revised proposals, each share
of Coherent common stock would be exchanged for $175.00 in cash and 1.0109 shares of Lumentum
common stock at the completion of the transaction, coupled with a
significantly higher termination fee as a condition to accepting
competing acquisition proposals. Under the terms of Lumentum's
other revised proposal, each share of Coherent common stock would
be exchanged for $170.00 in cash and
1.0109 shares of Lumentum common stock at the completion of the
transaction, coupled with a meaningfully higher termination fee as
a condition to accepting competing acquisition proposals. Under the
terms of MKS' revised proposal, each share of Coherent common stock
would be exchanged for $135.00 in
cash and 0.7516 of a share of MKS common stock, subject to a
collar, at the completion of the transaction.
Consistent with its fiduciary duties, the Coherent board of
directors conducted a thorough and rigorous review of all of the
acquisition proposals it had received before making its
determination regarding II-VI's revised acquisition proposal.
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.
About Coherent
Founded in 1966, Coherent, Inc. is a
global provider of lasers and laser-based technology for
scientific, commercial and industrial customers. Our 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 the company's website at
https://www.Coherent.com for product and financial updates.
Important Information and Where You Can Find
It
In connection with the proposed transaction between
Coherent and Lumentum (the "Proposed Transaction"), Lumentum plans
to file with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 that will include a
joint proxy statement of Coherent and Lumentum and will constitute
a prospectus with respect to shares of Lumentum's common stock to
be issued to Coherent's stockholders at the completion of the
Proposed Transaction (the "Joint Proxy
Statement/Prospectus"). Coherent and Lumentum may also file
other documents with the SEC regarding the Proposed Transaction.
This communication is not a substitute for the Joint Proxy
Statement/Prospectus or any other document which Coherent or
Lumentum may file with the SEC in connection with the Proposed
Transaction. COHERENT STOCKHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Joint Proxy Statement/Prospectus and other relevant
documents filed with the SEC by Coherent and Lumentum in connection
with the Proposed Transaction through the website maintained by the
SEC at www.sec.gov. Additional information regarding the
participants in the solicitation of proxies in respect of the
Proposed Transaction, and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in any registration statement, prospectus, proxy
statement and other relevant materials to be filed with the SEC if
and when they become available.
Participants in the Solicitation of Proxies in Connection
with Proposed Transaction
Coherent and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the Proposed
Transaction. Information regarding Coherent's directors and
executive officers, including a description of their direct and
indirect interests in the Proposed Transaction, by security
holdings or otherwise, will be contained in the Joint Proxy
Statement/Prospectus. Coherent stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
Proposed Transaction, including the direct and indirect interests
of Coherent directors and executive officers in the Proposed
Transaction, which may be different than those of Coherent
stockholders generally, by reading the Joint Proxy
Statement/Prospectus and any other relevant documents (including
any registration statement, prospectus, proxy statement and other
relevant materials to be filed with the SEC) that are filed or will
be filed with the SEC relating to the Proposed Transaction. You may
obtain free copies of these documents using the sources indicated
above.
No Offer or Solicitation
This document does not
constitute an offer to sell, or the solicitation of an offer to
buy, any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. If a negotiated transaction between Coherent and
II-VI is entered into, Coherent and II-VI will prepare and file a
registration statement that will include a proxy
statement/prospectus related to the proposed transaction, the
proposed transaction will be submitted to the stockholders of
Coherent for their consideration, and Coherent will provide the
proxy statement/prospectus to its stockholders. Coherent, and
possibly II-VI, may also file other documents with the SEC
regarding the proposed transaction. This document is not a
substitute for any prospectus, proxy statement or any other
document which Coherent or II-VI may file with the SEC in
connection with such proposed transaction. If a negotiated
transaction between Coherent and II-VI is entered into, investors
and security holders are urged to read the proxy
statement/prospectus and the other relevant materials with respect
to the proposed transaction with II-VI carefully in their entirety
when they become available before making any voting or investment
decision with respect to the proposed transaction with II-VI
because they will contain important information about the proposed
transaction with II-VI.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Coherent's
and its board of directors' current expectations and beliefs and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
these statements. These statements include the statement that
Coherent will negotiate with Lumentum, that the Coherent board will
consider in good faith any changes to the Lumentum agreement that
Lumentum may propose during this period and that the offer from
II-VI will remain open during the pendency of negotiations between
Coherent and Lumentum.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the determinations made by Coherent's board of
directors following its evaluation of the negotiations between
Coherent and Lumentum; the impact of the actions of Lumentum, MKS
or II-VI in response to any discussions between Coherent and one of
the other companies and the potential consummation of the proposed
transaction with one of such other companies; the outcome of any
legal proceedings that could be instituted against Coherent or its
directors related to the discussions or the proposed merger
agreement with Lumentum or II-VI; changes in the proposal from MKS,
II-VI or Lumentum; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed merger agreement with Lumentum; the inability to complete
the proposed merger with Lumentum or II-VI due to the failure to
obtain stockholder approval for the merger or the failure to
satisfy other conditions to completion of the merger, including the
receipt of all regulatory approvals related to the merger; the
failure of the counterparty to the merger agreement with Coherent
to obtain the necessary financing arrangements set forth in the
debt commitment letters delivered pursuant to the proposed merger
agreement with such counterparty; risks that the proposed
transaction disrupts current plans and operations and potential
difficulties in employee retention as a result of the proposed
merger with Lumentum or II-VI; the impact of the COVID-19 pandemic
and related private and public sector measures on Coherent's
business and general economic conditions; risks associated with the
recovery of global and regional economies from the negative effects
of the COVID-19 pandemic and related private and public sector
measures; unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as Coherent's and the counterparty to a
merger agreement with Coherent's response to any of the
aforementioned factors; geopolitical conditions, including trade
and national security policies and export controls and executive
orders relating thereto, and worldwide government economic
policies, including trade relations between the United States and China; Coherent's ability to provide a safe
working environment for members during the COVID-19 pandemic or any
other public health crises, including pandemics or epidemics; the
effects of local and national economic, credit and capital market
conditions on the proposed transactions or on the economy in
general, as well as those risks and uncertainties discussed from
time to time in our other reports and other public filings with the
SEC, including, but not limited to, those detailed in Coherent's
Annual Report on Form 10-K for the fiscal year ended October 3, 2020 (as amended), and Coherent's
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 2, 2021. The forward-looking statements contained
herein are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.
Investors
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+1 (917) 818-9002
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SOURCE Coherent, Inc.