Item 8.01. Other Events
On February 8, 2021,
Coherent, Inc. (“Coherent”) announced that it had received an unsolicited acquisition proposal from MKS Instruments,
Inc. (“MKS”). Under the terms of the 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, subject to customary conditions including receipt of regulatory and stockholder
approvals.
A copy of the press
release issued by Coherent is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Important Information and Where
You Can Find It
In connection with the proposed transaction
between Lumentum Holdings Inc. (“Lumentum”) and Coherent (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 document 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.
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.