II-VI Incorporated Maintains its Current Proposal for Coherent
March 24 2021 - 10:21AM
II-VI Incorporated (Nasdaq: IIVI), a global leader in engineered
materials and optoelectronic components, today announced that it
has notified Coherent, Inc.’s (Nasdaq: COHR) Board of Directors
that II-VI is maintaining its current proposal to acquire Coherent,
which will expire at Noon Pacific Time on Thursday, March 25, 2021.
II-VI believes its proposal would create significant value for the
shareholders of both companies and remains superior to Lumentum’s
latest proposal.
Under the terms of the II-VI proposal, Coherent’s shareholders
would receive $220.00 in cash and 0.91 of a share of II-VI common
stock for each Coherent share, which implies a total per share
value of $287.18 based on the 10-day volume weighted average price
(VWAP) of II-VI common stock for the period ending March 16, 2021,
the day prior to the date II-VI submitted its current proposal.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and
optoelectronic components, is a vertically integrated manufacturing
company that develops innovative products for diversified
applications in communications, materials processing, aerospace
& defense, semiconductor capital equipment, life sciences,
consumer electronics, and automotive markets. Headquartered in
Saxonburg, Pennsylvania, the Company has research and development,
manufacturing, sales, service, and distribution facilities
worldwide. The Company produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms, including integrated
with advanced software to support our customers. For more
information, please visit us at www.ii-vi.com.
Forward-Looking Statements
This press release contains forward-looking statements relating
to future events and expectations that are based on certain
assumptions and contingencies. The forward-looking statements are
made pursuant to the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995 and relate to the
Company’s performance on a going-forward basis. The forward-looking
statements in this press release involve risks and uncertainties,
which could cause actual results, performance or trends to differ
materially from those expressed in the forward-looking statements
herein or in previous disclosures.
The Company believes that all forward-looking statements made by
it in this release have a reasonable basis, but there can be no
assurance that management’s expectations, beliefs or projections as
expressed in the forward-looking statements will actually occur or
prove to be correct. Factors that could cause actual results to
differ materially from those discussed in the forward-looking
statements in this press release include, but are not limited to:
(i) the failure of any one or more of the assumptions stated above
to prove to be correct; (ii) the outcome of any discussions between
the Company and Coherent with respect to a possible transaction,
including the possibility that the parties will not enter into a
definitive agreement for a transaction; (iii) the conditions to the
completion of any transaction with Coherent, including the receipt
of any required stockholder and regulatory approvals, and the risks
that those conditions will not be satisfied in a timely manner or
at all; (iv) the Company’s ability to finance the proposed
transaction with Coherent, the substantial indebtedness the Company
expects to incur in connection with the proposed transaction and
the need to generate sufficient cash flows to service and repay
such debt; (v) the possibility that the Company may be unable to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate
Coherent’s operations with those of the Company; (vi) the
possibility that such integration may be more difficult,
time-consuming or costly than expected or that operating costs and
business disruption (including, without limitation, disruptions in
relationships with employees, customers or suppliers) may be
greater than expected in connection with the proposed transaction;
(vii) litigation and any unexpected costs, charges or expenses
resulting from the possible transaction; (viii) the risk that
disruption from a transaction materially and adversely affects the
respective businesses and operations of the Company and Coherent,
(ix) potential adverse reactions or changes to business
relationships resulting from the announcement, pendency or
completion of the transaction, (x) the ability of the Company to
retain and hire key employees; (xi) the risks relating to
forward-looking statements and other “Risk Factors” discussed in
the Company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2020 and additional risk factors that may be identified
from time to time in future filings of the Company; (xii) the
purchasing patterns of customers and end-users; (xiii) the timely
release of new products, and acceptance of such new products by the
market; (xiv) the introduction of new products by competitors and
other competitive responses; (xv) the Company’s ability to
integrate recently acquired businesses and realize synergies, cost
savings and opportunities for growth in connection therewith,
together with the risks, costs and uncertainties associated with
such acquisitions and integration efforts; (xvi) the Company’s
ability to devise and execute strategies to respond to market
conditions; and (xvii) the risks of business and economic
disruption related to the currently ongoing COVID-19 outbreak and
any other worldwide health epidemics or outbreaks that may arise.
The Company disclaims any obligation to update information
contained in these forward-looking statements whether as a result
of new information, future events or developments, or
otherwise.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Additional Information and Where to Find
It
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal that II-VI has made for a business
combination transaction with Coherent. In furtherance of this
proposal and subject to future developments, II-VI (and, if a
negotiated transaction is agreed to, Coherent) may file one or more
registration statements, proxy statements, tender offer statements
or other documents with the SEC. This communication is not a
substitute for any proxy statement, registration statement, tender
offer statement, prospectus or other document II-VI and/or Coherent
may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF II-VI AND COHERENT ARE URGED TO
READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER
STATEMENT, PROSPECTUS AND/OR OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Any definitive proxy statement(s) or prospectus(es)
(if and when available) will be mailed to stockholders of II-VI
and/or Coherent, as applicable. Investors and security holders will
be able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by II-VI through
the web site maintained by the SEC at www.sec.gov, and by visiting
II-VI’s investor relations site at
https://ii-vi.com/investor-relations/.
Participants in the
Solicitation
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, II-VI and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about
II-VI’s executive officers and directors in II-VI’s proxy statement
for its 2020 annual meeting, which was filed with the SEC on
September 29, 2020 and in II-VI’s Annual Report on Form 10-K for
the fiscal year ended June 30, 2020, which was filed with the SEC
on August 26, 2020. Additional information regarding the interests
of such potential participants will be included in one or more
registration statements, proxy statements, tender offer statements
or other documents filed with the SEC if and when they become
available. These documents (if and when available) may be obtained
free of charge from the SEC's website www.sec.gov, and by visiting
II-VI’s investor relations site at
https://ii-vi.com/investor-relations/.
CONTACTS:
InvestorsMary Jane RaymondChief Financial
Officerinvestor.relations@ii-vi.comwww.ii-vi.com/contact-us
MediaSard Verbinnen & CoGeorge Sard/Jared
Levy/David IsaacsII-VI-SVC@sardverb.com
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