Settlement of Certain Litigation Relating to the Merger
On March 8, 2019, solely to avoid the costs, risks and uncertainties inherent in litigation and to allow each of
II-VI
Incorporateds
(II-VI)
shareholders and Finisar Corporations (Finisar) stockholders to vote on the proposals required in connection
with the proposed merger (the Merger) between Finisar and Mutation Merger Sub Inc., a wholly owned subsidiary of
II-VI,
Finisar and
II-VI
entered into a
memorandum of understanding (the Finisar Stockholder MOU) with the plaintiffs and other named defendants regarding the settlement of the following eight lawsuits filed by alleged Finisar stockholders challenging the Merger (collectively,
the Finisar Stockholder Actions): (1)
Hein v. Finisar Corporation, et al.
, 19CV340510, filed in the Superior Court of California, County of Santa Clara; (2)
Tenvold v. Finisar Corporation, et al.
,
1:19-cv-00050,
filed in the United States District Court for the District of Delaware; (3)
Klein v. Finisar Corporation, et al.
,
5:19-cv-00155,
filed in the United States District Court for the Northern District of California; (4)
Wheby v. Finisar Corporation, et al.
,
1:19-cv-00064,
filed in the United States District Court for the District of Delaware; (5)
Sharma v. Finisar Corporation, et al.
,
5:19-cv-00220,
filed in the United States District Court for the Northern District of California; (6)
Davis v. Finisar Corporation, et al.
,
3:19-cv-00271,
filed in the United States District Court for the Northern District of California; (7)
Bushansky v. Finisar Corporation, et al.
,
5:19-cv-00446,
filed in the United States District Court for the Northern District of California; and (8)
Pappey v. Finisar Corporation, et al.
,
1:19-cv-00167,
filed in the United States District Court for the District of Delaware.
In addition, on March 11, 2019, solely to avoid the costs, risks and uncertainties inherent in litigation and to allow each of
II-VIs
shareholders and Finisars stockholders to vote on the proposals required in connection with the proposed Merger,
II-VI
entered into a settlement agreement
(the Settlement Agreement) with the plaintiff and other named defendants regarding the settlement of a putative class action complaint, filed by Thomas Stabile in the United States District Court for the Western District of Pennsylvania
and captioned
Stabile v.
II-VI
Incorporated, et al.
,
2:19-cv-00062
(the
II-VI
Shareholder Action).
On or around March 12, 2019,
II-VI
and Finisar sent a letter to their respective shareholders and stockholders, which describes the Finisar Stockholder Actions and
II-VI
Shareholder Action, and terms of
the Finisar Stockholder MOU and Settlement Agreement, in greater detail, and which contains certain supplemental disclosures to the definitive joint proxy statement/prospectus, dated February 7, 2019, contained in
II-VIs
registration statement on Form
S-4
(File
No. 333-229052).
A copy of this letter is attached hereto as Exhibit
99.1 and is incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits.
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