Exhibit 99.1
II-VI Incorporated Offers to Acquire Coherent for $260 per Share
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Combination would establish global leader in photonic solutions, compound semiconductors, and laser technology
and systems
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II-VI proposal represents 24.0% premium over implied value of Lumentum
transaction and 9.8% premium over implied value of MKS Instruments acquisition proposal
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$200 million of run-rate cost synergies expected to be realized
within 36 months of closing
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Anticipated to be accretive to non-GAAP EPS in the second year following
closing
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PITTSBURGH, Pa., February 12, 2021 II-VI Incorporated (Nasdaq: IIVI), a
global leader in engineered materials and optoelectronic components, today announced it has made an offer to acquire Coherent, Inc. (Nasdaq: COHR), a global laser technology leader, in a cash and stock transaction. Under the terms of II-VIs proposal made in a letter today (see below) to Coherents Board of Directors, Coherents shareholders would receive $130.00 in cash and 1.3055 II-VI
common shares for each Coherent share. Based on yesterdays closing price of II-VI shares, II-VIs proposal is valued at $260.00 per Coherent share.
II-VIs proposal represents a premium of 24.0% to the implied value of Coherents merger agreement with
Lumentum, based on Lumentums closing share price yesterday, and a 9.8% premium to the implied value of MKS Instruments acquisition proposal based on MKS closing share price yesterday. Moreover, since
II-VI has substantially less product overlap with Coherent than either Lumentum or MKS, II-VI believes there is greater certainty of closing and with less potential
impact to the combined value. II-VI also expects to achieve estimated, combined run-rate synergies of $200 million annually within 36 months. II-VI anticipates the transaction to be accretive to non-GAAP EPS in the second year following closing.
The combination of II-VI and Coherent would create a uniquely strategic global leader capable of delivering to
our customers the most attractive combination of photonic solutions, compound semiconductors, as well as laser technology and systems. We believe now is the right time to embark on this combination given significant megatrends, with burgeoning
applications in both industrial and semiconductor capital equipment segments, including those that enable consumer electronics and displays. Moreover, II-VI expects to accelerate our growth in
aerospace & defense, life sciences, and laser additive manufacturing by utilizing our compelling integrated solutions in lasers, optics, and electronics. With expanded capabilities, we expect to collaborate even more broadly
across our customer base as their design-in leader of choice. In addition, with our culture of innovation and strong track record of merger integration, we expect to deliver significant value to all
stakeholders, including both companies shareholders, customers, employees, and business partners, said Dr. Vincent D. Mattera, Jr., Chief Executive Officer of II-VI.
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T. 724.352.4455 | ii-vi.com
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