Filed by Coherent, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933,
as amended, and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: Coherent, Inc.
Commission File No.: 001-33962
From: Andy Mattes
To: All Employees
Subject: Transaction Update
Date: Monday, February 8, 2021
As you know, on January 19th we announced an agreement
for Coherent to combine with Lumentum Holdings Inc. (“Lumentum”). I wanted to let you know that we have now received
an unsolicited acquisition proposal from MKS Instruments, Inc. (“MKS”) and our Board is evaluating the new proposal
in consultation with our financial and legal advisors. A link to our press release, which contains some additional information,
can be found here: https://www.coherent.com/company/press_release_page/coherent-confirms-receipt-of-unsolicited-proposal-from-mks-instruments.
While I wanted you to be aware of this development, there is
nothing for you to do at this time. Until any transaction closes, we will continue to operate as an independent company, and it
will be business as usual at Coherent. You may see some media stories speculating on potential next steps, but I can assure you
that we will keep you informed as there are updates.
As a public company, we are under strict disclosure obligations
while discussions between Coherent and MKS, as well as the transaction with Lumentum, are pending, so we will not be holding an
All Hands meeting at this juncture. If you receive any external inquiries about the transaction, please direct them to the following
leads:
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Investor inquiries to Kevin Palatnik (CFO)
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Media inquiries to David Gee (CMO)
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Customer or business partner inquiries to Roger Quinlan (SVP Sales)
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If you have further questions, please reach out to your manager
or nearest reporting Vice President, but please understand that we are limited in our ability to disclose additional information
about any potential next steps or either potential transaction.
Thank you, as always, for all your great work and your dedication
to our company. It is because of you that Coherent is such an attractive partner and is uniquely positioned to help pave the way
for the future age of photonics.
Thank you,
Andy
Important Information and Where You Can Find It
In connection with the proposed transaction
between Coherent, Inc. (“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 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.
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