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
Note to All Employees
From: Andy Mattes
To: All Employees
Subject: Transaction Update
Date: Thursday, March 25, 2021
Colleagues,
As promised, I’m writing today to keep you informed about developments
involving the acquisition proposals that our Board has been reviewing. This morning, we announced that the Board determined that the acquisition
proposal we received from II-VI on March 17, 2021 continues to be superior to our merger agreement with Lumentum after giving due consideration
to the revised proposal we received from Lumentum on March 22, 2021. Accordingly, we are terminating our merger agreement with Lumentum
so we can enter into a new merger agreement with II-VI. A copy of our press release can be found here.
Please note that there is nothing for you to do right now, beyond continuing
to focus on your day-to-day activities and delivering for our customers. Until any transaction closes, we will continue to operate as
an independent company, and it will be business as usual at Coherent.
While we are limited in what we can discuss at this stage, we do want
to share some additional detail around this announcement and what it means for the future of our company. We are planning to hold an All
Hands soon and will share details in due course.
In the meantime, 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 been conducting integration planning activities with Lumentum,
we ask that you please discontinue those workstreams, effective immediately. If you have any questions or need assistance, please reach
out to Bret DiMarco (CLO).
As I’ve said before, we are in the fortunate position of being
a desired merger partner thanks to the great work that you all do every day. Thank you all for your patience throughout this transaction
process, your unparalleled commitment to exceeding our customers’ expectations, and your continued dedication to Coherent.
Thank you,
Andy
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.
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