SANTA CLARA, California, February 12, 2021 / PRNewswire / – Coherent, Inc. (NASDAQ: COHR) (“Coherent”) announced today that it has received an unsolicited takeover bid from II – VI Incorporated (NASDAQ: IIVI) (“II-VI”) to acquire Coherent in a cash and stock transaction. Under proposal II-VI, each Coherent common share would be exchanged for $ 130.00 in cash and 1.3055 common shares II-VI at the conclusion of the transaction.
On January 19, 2021, Coherent announced that it has entered into a merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE) (“Lumentum”), pursuant to which Lumentum has agreed to acquire Coherent and each Coherent common share would be exchanged for $ 100.00 in cash and 1.1851 common shares of Lumentum at the conclusion of the transaction.
On February 8, 2021, Coherent announced that it has received an unsolicited takeover bid from MKS Instruments (NASDAQ: MKSI) (“MKS”). Under the terms of the MKS proposal, each Coherent common share would be exchanged for $ 115.00 in cash and 0.7473 of a common share of MKS at the conclusion of the transaction.
The pending transaction with Lumentum and the proposed transactions with MKS and II-VI would all be subject to customary closing conditions, including receipt of US and foreign antitrust approvals and shareholder approvals.
Coherent’s board of directors, in accordance with its fiduciary functions and in consultation with its financial and legal advisors, is carefully reviewing and considering the II-VI proposal. There can be no assurance that Coherent will conclude that the transaction proposed by II-VI is superior to Coherent’s pending transaction with Lumentum or MKS’s proposal. Coherent shareholders are advised not to take any action at this time and to await a final determination from Coherent’s board of directors.
Despite receiving the proposal from MKS and the proposal from II-VI, Coherent’s board of directors continues to recommend Coherent’s merger agreement with Lumentum to its shareholders. Coherent’s board of directors is not modifying or withdrawing its recommendation with respect to the Lumentum merger agreement and the Lumentum merger at this time, or proposing to do so, and is not making any recommendation with respect to the MKS proposal or proposal of II-VI in this time.
Bank of America is acting as a financial advisor to Coherent and Skadden, Arps, Slate, Meagher & Flom LLP is acting as a legal advisor.
About Coherent
Founded in 1966, Coherent, Inc. is a global supplier of lasers and laser-based technology to scientific, commercial and industrial customers. Our common shares are listed on the Nasdaq Global Select Market and are 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 financial and product updates.
Important information and where you can find it
In connection with the proposed transaction between Coherent and Lumentum (the “Proposed Transaction”), Lumentum plans to file a registration statement on Form S-4 with the United States Securities and Exchange Commission (the “SEC”) joint proxy statement of Coherent and Lumentum and will constitute a prospectus with respect to the common shares of Lumentum to be issued to Coherent shareholders at the conclusion of the Proposed Transaction (the “Joint Proxy Statement / Prospectus”). Coherent and Lumentum 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 that Coherent or Lumentum may file with the SEC in connection with the Proposed Transaction. CONSISTENT SHAREHOLDERS ARE URGED TO READ THE JOINT PROPOSAL / PROSPECTUS DECLARATION AND ANY OTHER RELEVANT DOCUMENTS THAT ARE ARCHIVED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY OTHER CHANGES OR COMPLEMENTS WITH THESE CONTENTS. ON THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may 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 Transaction Proposal through the website maintained by the SEC at www.sec.gov. Additional information about the participants in the solicitation of proxies in relation to the Proposed Transaction, and a description of their direct and indirect interests, by title or otherwise, will be contained in any registration statement, prospectus, proxy statement and other materials relevant to be filed with the SEC if and when they become available.
Participants in the solicitation of proxies in connection with the proposed transaction
Coherent and its directors and officers may be considered participants in the solicitation of proxies in relation to the Transaction Proposal. Information about Coherent’s directors and executive officers, including a description of their direct and indirect interests in the Proposed Transaction, by title or otherwise, will be contained in the Joint Proxy Statement / Prospectus. Coherent shareholders may obtain additional information about the direct and indirect interests of participants in the solicitation of proxies in connection with the Proposed Transaction, including the direct and indirect interests of Coherent’s directors and officers in the Proposed Transaction, which may differ from those of shareholders generally consistent 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 related to the proposed transaction. You can obtain free copies of these documents using the sources indicated above.
No offer or request
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 should there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any jurisdiction. If a transaction negotiated between Coherent and MKS, or a transaction negotiated between Coherent and II-VI, is agreed, Coherent and MKS or Coherent and II-VI, as the case may be, will prepare and file a registration statement that will include a declaration of power of attorney / prospectus related to the proposed transaction, the proposed transaction will be submitted to Coherent shareholders for their consideration, and Coherent will provide the proxy / prospectus statement to its shareholders. Coherent, and possibly MKS or II-VI, as the case may be, may also file other documents with the SEC regarding the proposed transaction. This document does not replace any prospectus, proxy statement or any other document that Coherent, MKS or II-VI may file with the SEC in connection with the proposed transaction. If a transaction negotiated between Coherent and MKS, or a transaction negotiated between Coherent and II-VI, is agreed, investors and security holders should read the proxy statement / prospectus and other material relevant to the proposed transaction with MKS or II-VI, as the case may be, carefully in full when available, before any vote or investment decision is made in relation to the proposed transaction with MKS or II-VI, as the case may be, as they will contain important information about the proposed transaction with MKS or II-VI, as the case may be.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” in accordance with the meaning of 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 the current expectations and beliefs of Coherent and its board of directors and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in these statements. These statements include a statement that Coherent’s management has not determined whether MKS’s proposal or proposal II-VI constitutes or would be reasonably likely to lead to a higher proposal under the terms of Coherent’s merger agreement with Lumentum.
The following factors, among others, may cause actual results to differ materially from those described in these forward-looking statements: the determinations made by Coherent’s board of directors after their assessment of the MKS proposal or proposal II-VI; Lumentum’s actions in response to any discussions with MKS or communications by II-VI; the results of discussions with MKS; the impact of the actions of other parties in relation to any discussions and the potential consummation of the proposed transaction with Lumentum; the outcome of any legal proceedings that may be brought against Coherent or its directors relating to the discussions or the proposed merger agreement with Lumentum; changes in the MKS proposal; changes to the II-VI proposal; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger agreement with Lumentum; failure to complete the proposed merger with Lumentum due to failure to obtain shareholder approval for the merger or failure to comply with other conditions for the completion of the merger, including receipt of all regulatory approvals related to the merger; Lumentum’s failure to obtain the necessary financing arrangements set out in the debt commitment letters delivered in accordance with the proposed merger agreement with Lumentum; risks that the proposed transaction with Lumentum disrupts current plans and operations and possible difficulties in retaining employees as a result of the proposed merger with Lumentum, the MKS proposal or the II-VI proposal; the impact of the COVID-19 pandemic and measures related to the public and private sector 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 measures related to the public and private sectors; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or the beginning of war or hostilities, as well as Coherent and Lumentum’s response to any of the factors mentioned above; geopolitical conditions, including trade and national security policies and export controls and related executive orders, and global 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 crisis, including pandemics or epidemics; the effects of local and national economic, credit and capital market conditions on proposed transactions or the economy in general, as well as the risks and uncertainties discussed from time to time in our other reports and other public records 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). The forward-looking statements contained in this document are made only as of the date of this document and we assume 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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Investors: Charlie Koons |
Media: Jonathan Doorley / Rebecca Kral |
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SOURCE Coherent, Inc.