II-VI Incorporated and Coherent, Inc. Announce Refiling of Premerger Notification and Report Form with Federal Trade Commission and U.S. Department of Justice
May 03 2022 - 8:00AM
II‐VI Incorporated (Nasdaq: IIVI) and Coherent, Inc. (Nasdaq: COHR)
today announced that they have refiled their Premerger Notification
and Report Form (the “HSR Notification”) with the Federal Trade
Commission and the U.S. Department of Justice on May 2, 2022, in
connection with the previously-announced pending acquisition (the
“Merger”) of Coherent by II-VI. The HSR Notification, which
triggers a 30-day review period, was made prior to the one-year
expiration of II-VI’s and Coherent’s initial HSR Notification filed
last year. The parties continue cooperative discussions with the
State Administration for Market Regulation of China (“SAMR”), and
the decision to refile the HSR Notification is due to the parties’
updated view of the anticipated timing of formal approval from
SAMR. Other than the foregoing, there are no other open regulatory
closing conditions to the proposed Merger and II-VI and Coherent
anticipate that the closing of the Merger will occur prior to June
30, 2022.
About II-VI IncorporatedII-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, industrial, aerospace & defense, semiconductor
capital equipment, life sciences, consumer electronics, and
automotive markets. Headquartered in Saxonburg, Pennsylvania, II-VI
has research and development, manufacturing, sales, service, and
distribution facilities worldwide. II-VI 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 about II-VI, visit II-VI's website at
www.ii-vi.com.
About Coherent, Inc.Founded in 1966, Coherent,
Inc. is a global provider of lasers and laser-based technology for
scientific, commercial and industrial customers. Coherent's 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 Coherent’s website at
https://www.Coherent.com for product and financial updates.
Forward-Looking StatementsThis 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. The forward-looking statements
in this document 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.
II-VI and Coherent believe that all forward-looking statements
made in this press release have a reasonable basis, but there can
be no assurance that the expectations, beliefs, or projections as
expressed in the forward-looking statements will actually occur or
prove to be correct. In addition to general industry and global
economic conditions, 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 conditions to the completion
of the pending transaction between II-VI and Coherent (the
“Transaction”), including the receipt of any required regulatory
approvals, and the remaining equity investment by Bain Capital, LP,
and the risks that those conditions will not be satisfied in a
timely manner or at all; (iii) the occurrence of any event,
change or other circumstances that could give rise to an amendment
or termination of the merger agreement relating to the Transaction;
(iv) II-VI’s ability to finance the Transaction, the
substantial indebtedness II-VI expects to incur in connection with
the Transaction and the need to generate sufficient cash flows to
service and repay such debt; (v) the possibility that the
combined company may be unable to achieve expected synergies,
operating efficiencies and other benefits within the expected
time-frames or at all and to successfully integrate Coherent’s
operations with those of the combined 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 Transaction;
(vii) litigation and any unexpected costs, charges or expenses
resulting from the Transaction; (viii) the risk that
disruption from the Transaction materially and adversely affects
the respective businesses and operations of II-VI 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 II-VI and
Coherent to retain and hire key employees; (xi) the purchasing
patterns of customers and end users; (xii) the timely release of
new products, and acceptance of such new products by the market;
(xiii) the introduction of new products by competitors and other
competitive responses; (xiv) II-VI’s and Coherent’s ability to
assimilate 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; (xv) II-VI’s and Coherent’s ability to devise
and execute strategies to respond to market conditions; (xvi) the
risks to anticipated growth in industries and sectors in which
II-VI and Coherent operate; (xvii) the risks to realizing the
benefits of investments in R&D and commercialization of
innovations; (xviii) the risks that the combined company’s stock
price will not trade in line with industrial technology leaders;
(xix) 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; (xx) pricing trends,
including II-VI’s and Coherent’s ability to achieve economies of
scale; and/or (xxi) uncertainty as to the long-term value of II-VI
common stock. Both II-VI and Coherent disclaim any obligation to
update information contained in these forward-looking statements,
whether as a result of new information, future events or
developments, or otherwise.
These risks, as well as other risks associated with the
Transaction, are more fully discussed in the definitive joint proxy
statement/prospectus included in the registration statement on Form
S-4 (File No. 333-255547) filed with the U.S. Securities and
Exchange Commission (the “SEC”) (as amended on May 4, 2021 and
supplemented by Coherent in its Form 8-K, as amended, filed with
the SEC on June 15, 2021), in connection with the Transaction (the
“Form S-4”). While the list of factors discussed above and the list
of factors presented in the Form S-4 are considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. For additional information about other
factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to
II-VI’s and Coherent’s respective periodic reports and other
filings with the SEC, including the risk factors contained in
II-VI’s and Coherent’s most recent Quarterly Reports on
Form 10-Q and Annual Reports on Form 10-K. Neither
II-VI nor Coherent assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
Additional Information and Where to Find ItThis
communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. In connection with the
Transaction, II-VI and Coherent filed with the SEC the Form S-4 on
April 27, 2021 (as amended on May 4, 2021 and as supplemented by
Coherent in its Form 8-K, as amended, filed with the SEC on June
15, 2021), which includes a joint proxy statement of II-VI and
Coherent and also constitutes a prospectus with respect to shares
of II-VI’s common stock to be issued in the Transaction. The Form
S-4 was declared effective on May 6, 2021, and II-VI and Coherent
commenced mailing to their respective stockholders on or about May
10, 2021. This communication is not a substitute for the Form S-4,
the Joint Proxy Statement/Prospectus or any other document II-VI
and/or Coherent may file with the SEC in connection with the
Transaction. INVESTORS AND SECURITY HOLDERS OF II-VI AND COHERENT
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4
AND OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY, AS
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors
and security holders are able to obtain free copies of these
documents and other documents filed with the SEC by II-VI and/or
Coherent through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by II-VI may be obtained
free of charge on II-VI’s investor relations site at
https://ii-vi.com/investor-relations. Copies of the documents filed
with the SEC by Coherent may be obtained free of charge on
Coherent’s investor relations site at
https://investors.coherent.com.
No Offer or SolicitationThis communication is
for informational purposes only and not intended to and does not
constitute an offer to subscribe for, buy or sell, the solicitation
of an offer to subscribe for, buy or sell or an invitation to
subscribe for, buy or sell any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to or in
connection with the Transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. 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, and otherwise
in accordance with applicable law.
Contacts
|
II-VI |
Investors:Mary Jane RaymondChief Financial
Officerinvestor.relations@ii-vi.comwww.ii-vi.com/contact-us |
Media:Sard Verbinnen & CoGeorge Sard / Jared
Levy / David IsaacsII-VI-SVC@sardverb.com |
|
|
Coherent |
Investors:Charlie KoonsBrunswick Group+1 (917)
246-1458 |
Media:Jonathan
Doorley / Rebecca KralBrunswick Group+1 (917) 459-0419 / +1 (917)
818-9002 |
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