SANTA CLARA, Calif.,
Feb. 8, 2021 /PRNewswire/ -- Coherent, Inc. (NASDAQ:
COHR) ("Coherent") today announced that it has received an
unsolicited acquisition proposal from MKS Instruments, Inc.
(NASDAQ: MKSI) ("MKS") to acquire Coherent in a cash and stock
transaction. Under the terms of MKS' proposal, each share of
Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS
common stock at the completion of the transaction, subject to
customary closing conditions including receipt of U.S. and foreign
antitrust approvals and stockholder approvals.
On January 19, 2021, Coherent
announced that it had entered into a merger agreement with Lumentum
Holdings Inc. (NASDAQ: LITE) ("Lumentum") pursuant to which
Lumentum agreed to acquire Coherent and each share of Coherent
common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum
common stock at the completion of the transaction, subject to
customary closing conditions including receipt of U.S. and foreign
antitrust approvals and stockholder approvals.
Coherent's board of directors is evaluating MKS' proposal and
has not made a determination as to whether it is superior to the
Lumentum transaction under the terms of Coherent's merger agreement
with Lumentum. After consulting with its financial and legal
advisors, however, Coherent's board of directors has determined
that MKS' proposal could lead to a transaction that is superior to
its pending transaction with Lumentum and, accordingly, Coherent
has determined to engage in discussions with MKS to further
evaluate the comparative benefits and risks of MKS' proposed
transaction relative to Coherent's pending transaction with
Lumentum, including the near and long term financial opportunities
of each transaction, the expected completion timing of each
transaction, and the closing risks associated with each
transaction. There can be no assurances that Coherent will
conclude that the transaction proposed by MKS is superior to
Coherent's pending transaction with Lumentum, and Coherent
investors are encouraged to await a final determination from
Coherent's board of directors..
Notwithstanding its receipt of MKS' proposal and pending
discussions between Coherent and MKS, Coherent's board of directors
continues to recommend Coherent's merger agreement with Lumentum to
its stockholders. Coherent's board of directors is not modifying or
withdrawing its recommendation with respect to the Lumentum merger
agreement and the Lumentum merger at this time, or proposing to do
so, and is not making any recommendation with respect to MKS'
proposal at this time.
Bank of America is serving as financial advisor 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 MKS is agreed, Coherent and MKS
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 MKS, 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
MKS may file with the SEC in connection with the proposed
transaction. If a negotiated transaction between Coherent and
MKS is agreed, investors and security holders are urged to read the
proxy statement/prospectus and the other relevant materials with
respect to the proposed transaction with MKS carefully in their
entirety when they become available before making any voting or
investment decision with respect to the proposed transaction with
MKS, because they will contain important information about the
proposed transaction with MKS.
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's board of
directors has not made a determination as to whether the MKS
proposal constitutes or would be reasonably likely to lead to a
superior proposal under the terms of Coherent's merger agreement
with 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 MKS proposal; actions of
Lumentum in response to any discussions with MKS; the results of
discussions with MKS; the impact of actions of other parties with
respect to any discussions and the potential consummation of the
proposed transaction with Lumentum; 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; changes in the proposal from MKS; 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 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 Lumentum to obtain the
necessary financing arrangements set forth in the debt commitment
letters delivered pursuant to the proposed merger agreement with
Lumentum; risks that the proposed transaction with Lumentum
disrupts current plans and operations and potential difficulties in
employee retention as a result of the proposed merger with Lumentum
or the MKS proposal; 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 Lumentum'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). 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:
Charlie Koons
Brunswick Group
(917) 246-1458
|
Media:
Jonathan Doorley /
Rebecca Kral
Brunswick Group
(917) 459-0419 / (917) 818-9002
|
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SOURCE Coherent, Inc.