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Coherent Board Determines Revised II-VI Proposal Is Superior To Lumentum Merger AgreementSANTA CLARA, Calif., March 8, 2021 /PRNewswire/ -- Coherent, Inc. (NASDAQ: COHR) ("Coherent") today announced that the company's board of directors, in consultation with its financial and legal advisors, has unanimously determined that a revised acquisition proposal Coherent received from II-VI Incorporated (NASDAQ: IIVI) ("II-VI") constitutes a "Company Superior Proposal" under Coherent's pending merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE) ("Lumentum"). Under the terms of II-VI's revised proposal, each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0981 shares of II-VI common stock at the completion of the transaction. Coherent has notifed Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised proposal from Lumentum by 11:59 p.m. Pacific Time on March 11, 2021 that the Coherent board determines to be at least as favorable to Coherent's stockholders from a financial point of view as II-VI's revised proposal, after taking into account all aspects of any such proposal Coherent may receive from Lumentum. Prior to making its determination regarding II-VI's revised proposal, Coherent received revised proposals from Lumentum and a revised proposal from MKS Instruments, Inc. (NASDAQ: MKSI) ("MKS"). Under the terms of one of Lumentum's revised proposals, each share of Coherent common stock would be exchanged for $175.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction, coupled with a significantly higher termination fee as a condition to accepting competing acquisition proposals. Under the terms of Lumentum's other revised proposal, each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction, coupled with a meaningfully higher termination fee as a condition to accepting competing acquisition proposals. Under the terms of MKS' revised proposal, each share of Coherent common stock would be exchanged for $135.00 in cash and 0.7516 of a share of MKS common stock, subject to a collar, at the completion of the transaction. Consistent with its fiduciary duties, the Coherent board of directors conducted a thorough and rigorous review of all of the acquisition proposals it had received before making its determination regarding II-VI's revised acquisition proposal. 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 Important Information and Where You Can Find It 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 Lumentum 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 No Offer or Solicitation Cautionary Note Regarding Forward-Looking Statements The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the determinations made by Coherent's board of directors following its evaluation of the negotiations between Coherent and Lumentum; the impact of the actions of Lumentum, MKS or II-VI in response to any discussions between Coherent and one of the other companies and the potential consummation of the proposed transaction with one of such other companies; the outcome of any legal proceedings that could be instituted against Coherent or its directors related to the discussions or the proposed merger agreement with Lumentum or II-VI; changes in the proposal from MKS, II-VI or Lumentum; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger agreement with Lumentum; the inability to complete the proposed merger with Lumentum or II-VI due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure of the counterparty to the merger agreement with Coherent to obtain the necessary financing arrangements set forth in the debt commitment letters delivered pursuant to the proposed merger agreement with such counterparty; risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the proposed merger with Lumentum or II-VI; the impact of the COVID-19 pandemic and related private and public sector measures on Coherent's business and general economic conditions; 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; 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 the counterparty to a merger agreement with Coherent's response to any of the aforementioned factors; 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; 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; the effects of local and national economic, credit and capital market conditions on the proposed transactions or on the economy in general, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC, including, but not limited to, those detailed in Coherent's Annual Report on Form 10-K for the fiscal year ended October 3, 2020 (as amended), and Coherent's Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2021. 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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