II‐VI Incorporated (Nasdaq: IIVI) today successfully completed the
acquisition of Coherent, Inc. (Nasdaq: COHR), forming a global
leader in materials, networking, and lasers.
Under the terms of the merger agreement, each share of Coherent
common stock was converted into the right to receive $220.00 in
cash and 0.91 of a share of II-VI common stock.
Both organizations bring their own formidable strengths. The
combined business will be more distributed across the value chain
from materials to components, subsystems, systems, and service.
II-VI’s scale, at the levels of the value chain where expertise in
materials matters, is complementary to Coherent’s scale where laser
systems play. The combined company will leverage that complementary
scale in ways that will really matter to our customers in strategic
markets.
“Coherent is an innovator with a rich portfolio of some of the
most advanced technologies in the world, which have been
transformative in a broad range of markets,” said Dr. Vincent D.
Mattera, Jr., Chair and CEO of II-VI. “I would like to thank Andy
Mattes for his leadership of Coherent and enabling a very
successful integration planning process.”
Dr. Mattera continued, “I am also very excited to announce a new
direction for our brand: We plan for the combined company to be
named Coherent. We will soon announce the date of the launch of our
new brand identity. While the name Coherent has a strong
association with lasers, the broader meaning of the word is
‘bringing things together.’ It represents our diversity in thinking
distilled into our clarity of purpose, our unity in action, and our
broader sense of engagement by connection to our mission, vision,
and values.
“With our foundation in materials and our unstoppable
imagination, we will enable the next evolution of the cloud, 3D
sensing, electric vehicles, additive manufacturing, the
commercialization of space, and the personalization of health care,
just to name a few. We are together on a journey towards a future
that will be increasingly mobile, intelligent, and electric,
accelerating the pace of innovation and enabling a stream of
spectacular successes that will sustainably change the world around
us,” he said.
The combined company will serve the four markets of industrial,
communications, electronics, and instrumentation, which together
represent a fast-growing total addressable market of $65 billion.
All four markets are growing and provide exciting opportunities for
our employees to play an increasingly larger role in transforming
the world. The combined company’s global workforce of over 28,000
associates in 130 locations worldwide is dedicated to the Company’s
enduring vision of a world transformed through innovations vital to
a better life today and the sustainability of future
generations.
Management and Board of Directors
II-VI will continue to be led by a proven leadership team that
leverages the strengths of the combined company and will continue
to leverage a Board of Directors comprised of seasoned executives
and thought leaders from highly diverse industries. We are also
pleased to welcome Stephen A. Skaggs and Sandeep S. Vij, former
directors of Coherent, to our Board.
Reporting Segments
The combined company will be organized into three business
segments. Dr. Giovanni Barbarossa will continue to serve as the
Chief Strategy Officer of the company and lead the Materials
Segment, previously referred to as the Compound Semiconductors
Segment. Sunny Sun will continue to lead the Networking Segment,
which was previously the Photonic Solutions Segment. Dr. Mark
Sobey, formerly the COO and Executive Vice President of Coherent,
will be the President of our new Lasers Segment.
Together, these three powerful segments will be the vanguard of
our new brand promise: We will empower our customers to define the
future through our breakthrough technologies. Our three segments
will deliver innovations that resonate strongly with our
customers.
Advisors
Allen & Company LLC and J.P. Morgan Securities LLC are
acting as II-VI’s financial advisors, and Wachtell, Lipton, Rosen
& Katz and K&L Gates LLP are serving as legal advisors to
II-VI.
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 to Coherent.
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.
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 believes 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 substantial indebtedness
incurred in connection with the acquisition of Coherent (the
“Transaction”) and the need to generate sufficient cash flows to
service and repay such debt; (iii) 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; (iv) 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;
(v) litigation and any unexpected costs, charges or expenses
resulting from the Transaction; (vi) the risk that disruption
from the Transaction materially and adversely affects the
respective businesses and operations of II-VI and Coherent;
(vii) potential adverse reactions or changes to business
relationships resulting from the Transaction; (viii) the
ability of II-VI to retain and hire key employees; (ix) the
purchasing patterns of customers and end users; (x) the timely
release of new products, and acceptance of such new products by the
market; (xi) the introduction of new products by competitors and
other competitive responses; (xii) II-VI’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; (xiii) II-VI’s ability to devise and execute
strategies to respond to market conditions; (xiv) the risks to
anticipated growth in industries and sectors in which II-VI
operates; (xv) the risks to realizing the benefits of investments
in R&D and commercialization of innovations; (xvi) the risks
that the combined company’s stock price will not trade in line with
industrial technology leaders; (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; (xviii) pricing trends, including II-VI’s ability to
achieve economies of scale; and/or (xix) uncertainty as to the
long-term value of II-VI common stock. II-VI 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.
While the list of factors discussed above 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. II-VI assumes no 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.
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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