Beginning on November 13, 2018,
II-VI
Incorporated (the Company or
II-VI)
may use the materials attached as Exhibit 99.1 to this Current Report on Form
8-K
in connection with one or more presentations to investors.
Forward-looking Statements
This communication
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. In this
context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan,
believe, seek, see, will, would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action
required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any
forward-looking statements. Important factors that may cause such a difference include, but are not limited to: (i) the ability of
II-VI
and Finisar to complete the proposed transaction on the anticipated
terms and timing or at all, (ii) the ability of the parties to satisfy the conditions to the closing of the proposed transaction, including obtaining required regulatory approvals, (iii) potential litigation relating to the proposed
transaction, which could be instituted against
II-VI,
Finisar or their respective directors, (iv) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the transaction, (v) the triggering of any third party contracts containing consent and/or other similar provisions, (vi) any negative effects of the announcement of the transaction on the market price of Finisars
common stock and/or negative effects of the announcement or commencement of the transaction on the market price of
II-VIs
common stock, (vii) uncertainty as to the long-term value of
II-VIs
common stock, and thus the value of the
II-VI
shares to be issued in the transaction, (viii) any unexpected impacts from unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined
companys operations after the consummation of the transaction and on the other conditions to the completion of the merger, (ix) inherent risks, costs and uncertainties associated with integrating the businesses successfully and achieving
all or any of the anticipated synergies, (x) potential disruptions from the proposed transaction that may harm
II-VIs
or Finisars respective businesses, including current plans and operations,
(xi) the ability of
II-VI
and Finisar to retain and hire key personnel, (xii) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S. or foreign
laws, rules or regulations, that could delay or prevent completion of the proposed transaction or cause the terms of the proposed transaction to be modified, (xiii) the ability of
II-VI
to obtain or
consummate financing or refinancing related to the transaction upon acceptable terms or at all, (xiv) economic uncertainty due to monetary or trade policy, political or other issues in the United States or internationally, (xv) any
unexpected fluctuations or weakness in the U.S. and global economies, (xvi) changes in U.S. corporate tax laws as a result of the Tax Cuts and Jobs Act of 2017 and any future legislation, (xvii) foreign currency effects on
II-VIs
and Finisars respective businesses, (xviii) competitive developments including pricing pressures, the level of orders that are received and can be shipped in a quarter, changes or
fluctuations in customer order patterns, and seasonality, (xix) changes in utilization of
II-VI
or Finisars manufacturing capacity and
II-VIs
ability to
effectively manage and expand its production levels, (xx) disruptions in
II-VIs
business or the businesses of its customers or suppliers due to natural disasters, terrorist activity, armed conflict,
war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system, and (xxi) the responses by the respective managements of
II-VI
and Finisar to any of the
aforementioned factors. Additional risks are described under the heading Risk Factors in
II-VIs
Annual Report on Form
10-K
for the year ended
June 30, 2018, filed with the U.S. Securities and Exchange Commission (the SEC) on August 28, 2018 and in Finisars Annual Report on Form
10-K
for the year ended April 29, 2018
filed with the SEC on June 15, 2018.