SANTA CLARA, Calif.,
March 25, 2021 /PRNewswire/ --
Coherent, Inc. (NASDAQ: COHR) today announced that its board of
directors has determined, after consultation with its financial and
legal advisors, that the previously disclosed acquisition proposal
Coherent received from II-VI Incorporated (NASDAQ: IIVI) on
March 17, 2021 continues to be a
"Company Superior Proposal" under Coherent's March 9, 2021 merger agreement with Lumentum
Holdings Inc. (NASDAQ: LITE) after giving due consideration to the
revised acquisition proposal Coherent received from Lumentum on
March 22, 2021. In making its
determination, the Coherent board of directors evaluated the
comparative benefits and risks of the II-VI and Lumentum proposals,
including the near-term and long-term financial opportunities and
risks presented by each proposal, the potential synergies available
through a combination with each company, and the complementary
businesses of each company.
Accordingly, Coherent is terminating the March 9, 2021 merger agreement between Coherent
and Lumentum and paying Lumentum the $217.6
million termination fee contemplated by their merger
agreement in order to enter into a new merger agreement with
II-VI.
Under the terms of Coherent's merger agreement with II-VI, each
share of Coherent common stock will be exchanged for $220.00 in cash and 0.91 of a share of II-VI
common stock at the completion of the transaction. The transaction
with II-VI is subject to approval by the stockholders of Coherent
and II-VI, receipt of U.S. and foreign regulatory approvals and
other customary closing conditions. The transaction is expected to
close in the fourth quarter of 2021.
Bank of America and Credit Suisse are serving as financial
advisors to Coherent, and Skadden, Arps, Slate, Meagher & Flom
LLP is serving as legal advisor.
About Coherent
Founded in 1966, Coherent, Inc. ("Coherent") 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 (the "Proposed
Transaction") between II-VI Incorporated ("II-VI") and Coherent,
Inc. ("Coherent"), II-VI 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 II-VI
and will constitute a prospectus with respect to shares of II-VI's
common stock to be issued to Coherent's stockholders at the
completion of the Proposed Transaction (the "Joint Proxy
Statement/Prospectus"). Coherent and II-VI 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 II-VI
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 II-VI 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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: (i) the completion of the Proposed Transaction on
anticipated terms and timing, including obtaining stockholder and
regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of Coherent's
and II-VI's businesses and other conditions to the completion of
the transaction; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement with II-VI (as amended, restated or supplemented from
time to time), including the receipt of an unsolicited proposal
from a third party (including MKS Instruments, Inc. or Lumentum
Holdings Inc.); (iii) failure to realize the anticipated benefits
of the Proposed Transaction, including as a result of delay in
completing the transaction or integrating the businesses of
Coherent and II-VI; (iv) the impact of the COVID-19 pandemic and
related private and public sector measures on Coherent's business
and general economic conditions; (v) 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; (vi) Coherent's and II-VI's ability to implement its
business strategy; (vii) pricing trends, including Coherent's and
II-VI's ability to achieve economies of scale; (viii) potential
litigation relating to the Proposed Transaction that could be
instituted against Coherent, II-VI or their respective directors;
(ix) the risk that disruptions from the Proposed Transaction will
harm Coherent's or II-VI's business, including current plans and
operations; (x) the ability of Coherent or II-VI to retain and hire
key personnel; (xi) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Proposed Transaction; (xii) uncertainty as to the
long-term value of II-VI common stock; (xiii) legislative,
regulatory and economic developments affecting Coherent's and
II-VI's businesses; (xiv) general economic and market developments
and conditions; (xv) the evolving legal, regulatory and tax regimes
under which Coherent and II-VI operate; (xvi) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect Coherent's
and/or II-VI's financial performance; (xvii) restrictions during
the pendency of the Proposed Transaction that may impact Coherent's
or II-VI's ability to pursue certain business opportunities or
strategic transactions; (xviii) 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 II-VI's response to any of the aforementioned factors; (xix)
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; (xx)
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; and (xxi) failure to
receive the approval of the stockholders of II-VI and/or Coherent.
These risks, as well as other risks associated with the Proposed
Transaction, are more fully discussed in the Joint Proxy
Statement/Prospectus to be filed with the SEC in connection with
the Proposed Transaction. While the list of factors presented here
is, and the list of factors presented in the Joint Proxy
Statement/Prospectus will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. 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
+1 (917) 246-1458
Media
Jonathan Doorley
/ Rebecca Kral
Brunswick Group
+1 (917) 459-0419 / +1 (917) 818-9002
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SOURCE Coherent, Inc.