II‐VI Incorporated (Nasdaq: IIVI), a leader in engineered materials
and optoelectronic components, today announced that Bain Capital
will make an additional equity investment of $350 million in II-VI,
increasing its total equity commitment to the Company to $2.15
billion.
As previously disclosed, on March 31, 2021, the Company sold
75,000 shares of a new Series B-1 Convertible Preferred
Stock to Bain Capital for $10,000 per share and an aggregate
purchase price of $750 million. Bain Capital also committed to
purchase, immediately prior to the closing of the pending business
combination with Coherent, Inc., 105,000 shares of a new
Series B-2 Convertible Preferred Stock for $10,000 per
share and an aggregate purchase price of $1.05 billion, for a total
commitment of $1.8 billion, which includes the $750 million
received by II-VI on March 31, 2021. II-VI also had the right to
request that Bain Capital purchase an additional 35,000 shares of
Series B-2 Convertible Preferred Stock for $10,000 per
share and an aggregate purchase price of $350 million, which would
also occur immediately prior to the closing of the pending business
combination with Coherent, Inc. With this additional $350 million
commitment, Bain Capital will purchase a total of 140,000 shares of
II-VI Series B-2 Convertible Preferred Stock for an aggregate
purchase price of $1.4 billion immediately prior to, and
conditioned on, the closing of the Coherent transaction. As a
result, Bain Capital will have purchased a total of $2.15 billion
of II-VI’s Series B Convertible Preferred Stock.
All of the shares of Series B Convertible Preferred Stock will
be convertible into shares of II-VI common stock at a conversion
price of $85 per share, and the shares of Series B-1 Convertible
Preferred Stock issued in March 2021 became voting shares upon
expiration of the Hart-Scott-Rodino Act waiting period on June 3,
2021.
The foregoing description of the Bain Capital investment in
II-VI is subject to the full terms and conditions of the equity
investment as set forth in II-VI’s filings with the U.S. Securities
and Exchange Commission (the “SEC”).
Cautionary Note Regarding Forward-Looking
Statements
This 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 press release 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 believes that all forward-looking statements made in this
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 risks relating to forward-looking
statements and other “Risk Factors” discussed in the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2020
and additional risk factors that may be identified from time to
time in future filings of the Company; (iii) the conditions to the
completion of the pending business combination transaction (the
“Transaction”) between II-VI and Coherent, Inc. (“Coherent”), and
the remaining equity investment by an affiliate of Bain Capital,
LP, including the receipt of any required shareholder and
regulatory approvals, and the risks that those conditions will not
be satisfied in a timely manner or at all; (iv) 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; (v) 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; (vi) 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 II-VI;
(vii) 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; (viii) litigation and any unexpected
costs, charges or expenses resulting from the proposed Transaction;
(ix) the risk that disruption from the proposed Transaction
materially and adversely affects the respective businesses and
operations of II-VI and Coherent; (x) potential adverse
reactions or changes to business relationships resulting from the
announcement, pendency or completion of the proposed Transaction;
(xi) the ability of II-VI and Coherent to retain and hire key
employees; (xii) the purchasing patterns of customers and end
users; (xiii) the timely release of new products, and acceptance of
such new products by the market; (xiv) the introduction of new
products by competitors and other competitive responses; (xv)
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; (xvi) II-VI’s
and Coherent’s ability to devise and execute strategies to respond
to market conditions; (xvii) the risks to anticipated growth in
industries and sectors in which II-VI and Coherent operate; (xviii)
the risks to realizing the benefits of investments in R&D and
commercialization of innovations; (xix) the risks that the combined
company’s stock price will not trade in line with industrial
technology leaders; (xx) 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;
(xxi) pricing trends, including II-VI’s and Coherent’s ability to
achieve economies of scale; and/or (xxii) uncertainty as to the
long-term value of II-VI common stock. II-VI disclaims 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 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
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.
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 21, 2021 (as amended on May 4, 2021), that
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 definitive 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 DEFINITIVE 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 II-VI may be obtained free of charge on II-VI’s
investor relations site at ii-vi.com/investor-relations. Copies of
the documents filed with the SEC by Coherent may be obtained free
of charge on Coherent’s investor relations site
at investors.coherent.com.
No Offer or Solicitation
This document 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.
Participants in the
Solicitation
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC (including the definitive joint proxy
statement/prospectus and Form S-4). Nonetheless, II-VI, Coherent,
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about II-VI’s
executive officers and directors and their ownership of II-VI
common stock can be found in II-VI’s proxy statement for its 2020
annual meeting, which was filed with the SEC on September 29, 2020,
and in II-VI’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2020, which was filed with the SEC on August 26, 2020.
Information about Coherent’s executive officers and directors and
their ownership of Coherent common stock can be found in Coherent’s
proxy statement for its 2021 annual meeting, which was filed with
the SEC on March 19, 2021, and in Coherent’s Annual Report on Form
10-K for the fiscal year ended October 3, 2020, which was filed
with the SEC on December 1, 2020 (and amended on February 1, 2021).
Additional information regarding the interests of such potential
participants is included in the definitive joint proxy
statement/prospectus and relevant other documents to be filed with
the SEC when such other documents become available. These documents
may be obtained free of charge from the SEC’s website, II-VI, or
Coherent using the sources indicated above.
Contacts |
|
|
Investors: |
Media: |
II-VI |
II-VI |
Mary Jane Raymond |
Sard Verbinnen & Co |
Chief Financial Officer |
George Sard / Jared Levy / David Isaacs |
investor.relations@ii-vi.com |
II-VI-SVC@sardverb.com |
www.ii-vi.com/contact-us |
|
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