SANTA CLARA, Calif.,
Feb. 12, 2021 /PRNewswire/ --
Coherent, Inc. (NASDAQ: COHR) ("Coherent") today announced
that it has received an unsolicited acquisition proposal from II–VI
Incorporated (NASDAQ: IIVI) ("II-VI") to acquire Coherent in a cash
and stock transaction. Under the terms of II-VI's proposal, each
share of Coherent common stock would be exchanged for $130.00 in cash and 1.3055 shares of II-VI common
stock at the completion of the transaction.
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.
On February 8, 2021, Coherent
announced that it had received an unsolicited acquisition proposal
from MKS Instruments (NASDAQ: MKSI) ("MKS"). 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.
The pending transaction with Lumentum and proposed transactions
with MKS and II-VI would all be subject to customary closing
conditions, including receipt of U.S. and foreign antitrust
approvals and stockholder approvals.
Coherent's board of directors, consistent with its fiduciary
duties and in consultation with its financial and legal advisors,
is carefully reviewing and considering II-VI's proposal. There can
be no assurances that Coherent will conclude that the transaction
proposed by II-VI is superior to Coherent's pending transaction
with Lumentum or the proposal from MKS. Coherent stockholders are
advised to take no action at this time and encouraged to await a
final determination from Coherent's board of directors.
Notwithstanding its receipt of MKS' proposal and II-VI's
proposal, 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 or II-VI's
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, or a negotiated transaction
between Coherent and II-VI, is agreed, Coherent and MKS or Coherent
and II-VI, as the case may be, 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 or II-VI, as the case may
be, 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,
MKS or II-VI may file with the SEC in connection with the proposed
transaction. If a negotiated transaction between Coherent and
MKS, or a negotiated transaction between Coherent and II-VI, 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 or II-VI, as the case may be,
carefully in their entirety when they become available before
making any voting or investment decision with respect to the
proposed transaction with MKS or II-VI, as the case may be, because
they will contain important information about the proposed
transaction with MKS or II-VI, as the case may be.
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 or the II-VI 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 or the II-VI
proposal; actions of Lumentum in response to any discussions with
MKS or communications by II-VI; 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; changes in the proposal from
II-VI; 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, the MKS proposal or the II-VI 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.