SAN JOSE, Calif., Feb. 11, 2021 /PRNewswire/ -- Lumentum
Holdings Inc. ("Lumentum") today provided additional perspective on
the unsolicited acquisition proposal from MKS Instruments, Inc.
(NASDAQ: MKSI) ("MKS") to acquire Coherent, Inc. (NASDAQ: COHR)
("Coherent") in a cash and stock transaction that Lumentum believes
faces substantial regulatory hurdles. Lumentum stated:
We are concerned that MKS's proposal letter to Coherent, which
was made public by MKS on February 8,
2021, contains misleading statements that mischaracterize
its proposal to acquire Coherent. Such letter claims that the
proposed merger agreement included with MKS's proposal "is
substantially identical to the terms of your announced merger
agreement with Lumentum, with only those changes necessary to
reflect the terms of our proposal."
In fact, MKS's proposed merger agreement, which MKS has not made
public, contains material deviations from the merger agreement
between Lumentum and Coherent, specifically relating to the
regulatory approval process and path to completion. We believe the
terms of MKS's proposed merger agreement would impose significant
closing risk to Coherent and its stockholders in light of the
substantial antitrust impediments that MKS's proposed combination
would face.
In stark contrast to MKS's proposed merger agreement, Lumentum
has agreed in our Merger Agreement to undertake any and all steps
and any and all regulatory remedies or commitments necessary – a
"hell or high water" standard – to obtain antitrust approval in the
U.S. and all other jurisdictions other than China. In China, Lumentum has agreed, among other
things, to divest all of Lumentum's overlapping products. These
commitments should address all concerns that could be raised by any
antitrust regulator with respect to the merger contemplated by our
Merger Agreement, and effectively eliminates all antitrust-related
closing risk.
Notably, Lumentum and Coherent have very limited product and
revenue overlaps (which Lumentum has agreed to divest, if
necessary). Conversely, the proposed combination of MKS and
Coherent has significant product and revenue overlaps, which are
not adequately addressed in the MKS proposal and would likely
result in a protracted investigation and negotiation with antitrust
regulators. The only way this would be resolved is a potential
divestiture remedy, which MKS has not committed to make, and
ultimately, would result in a substantial loss of value for
Coherent's stockholders and a significant delay of
closing.
Lumentum believes that the Coherent and Lumentum merger, the
terms of which have already been agreed by the parties, is superior
to the deficient MKS proposal. We reiterate our commitment to the
combination of Lumentum and Coherent, as we continue to believe
that the combination will create compelling strategic and financial
benefits to both companies' stockholders, and is in the best
interests of Coherent and its stockholders.
On January 19, 2021, Lumentum and
Coherent announced a definitive agreement under which Coherent
stockholders will receive $100.00 per
share in cash and 1.1851 shares of Lumentum common stock for each
Coherent share they own. The transaction is expected to close in
the second half of calendar year 2021, subject to approval by
Lumentum's and Coherent's stockholders, receipt of regulatory
approvals and other customary closing conditions.
Lumentum's Board of Directors continues to recommend the
transaction with Coherent to its stockholders.
Deutsche Bank is serving as financial advisor, and Wilson Sonsini Goodrich & Rosati is serving
as legal advisor, to Lumentum.
About Lumentum
Lumentum (NASDAQ: LITE) is a major designer and manufacturer of
innovative optical and photonic products enabling optical
networking and laser applications worldwide. Lumentum optical
components and subsystems are part of virtually every type of
telecom, enterprise, and data center network. Lumentum lasers
enable advanced manufacturing techniques and diverse applications
including next-generation 3D sensing capabilities. Lumentum is
headquartered in San Jose,
California with R&D, manufacturing, and sales offices
worldwide. For more information, visit www.lumentum.com.
Additional Information and Where to Find It
This communication is being made in respect of a proposed
business combination involving Lumentum Holdings Inc. ("Lumentum")
and Coherent, Inc. ("Coherent"). In connection with the
proposed transaction, Lumentum will file with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that includes the joint proxy statement of Lumentum and
Coherent that will also constitute a prospectus of Lumentum. The
information in the preliminary proxy statement/prospectus is not
complete and may be changed. When the joint proxy
statement/prospectus is finalized, it will be sent to the
respective stockholders of Coherent and Lumentum seeking their
approval of their respective transaction-related proposals.
Lumentum may not sell the common stock referenced in the proxy
statement/prospectus until the Registration Statement on Form S-4
filed with the SEC becomes effective. The preliminary proxy
statement/prospectus and this communication are not offers to sell
Lumentum securities, are not soliciting an offer to buy Lumentum
securities in any state where the offer and sale is not permitted
and are not a solicitation of any vote or approval.
LUMENTUM AND COHERENT URGE INVESTORS AND SECURITY HOLDERS TO
READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED
JOINT PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these
materials (when they are available and filed) free of charge at the
SEC's website, www.sec.gov. Copies of documents filed with the SEC
by Lumentum (when they become available) may be obtained free of
charge on Lumentum's website at www.lumentum.com or by contacting
Lumentum's Investor Relations Department at
investor.relations@lumentum.com. Copies of documents filed with the
SEC by Coherent (when they become available) may be obtained free
of charge on Coherent's website at https://investors.coherent.com/
by contacting Coherent's Investor Relations at
investor.relations@coherent.com.
Participants in the Solicitation
Each of Lumentum, Coherent and directors, executive officers and
certain other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
transaction. Information regarding these persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the respective stockholders of Coherent and Lumentum in connection
with the proposed transaction is set forth in the proxy
statement/prospectus to be filed with the SEC. Additional
information regarding Lumentum's executive officers and directors
is included in Lumentum's definitive proxy statement, which was
filed with the SEC on September 25, 2020. Additional
information regarding Coherent's executive officers and directors
is included in Coherent's definitive proxy statement, which was
filed with the SEC on April 6, 2020.
You can obtain free copies of these documents using the information
in the paragraph immediately above.
Cautionary Note Regarding Forward-Looking Statements
This communication 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 Lumentum's current
expectations, estimates and projections about the expected date of
closing of the proposed transaction and the potential benefits
thereof, its business and industry, management's beliefs and
certain assumptions made by Coherent and Lumentum, all of which are
subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "potentially," "estimate,"
"continue," "expect," "target," similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in any
forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: (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 Lumentum's businesses and other conditions to the
completion of the transaction; (ii) 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 Lumentum; (iii) the impact of the
COVID-19 pandemic and related private and public sector measures on
Coherent's business and general economic conditions; (iv) 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; (v) Coherent's and Lumentum's ability
to implement its business strategy; (vi) pricing trends, including
Coherent's and Lumentum's ability to achieve economies of scale;
(vii) potential litigation relating to the proposed transaction
that could be instituted against Coherent, Lumentum or their
respective directors; (viii) the risk that disruptions from the
proposed transaction will harm Coherent's or Lumentum's business,
including current plans and operations; (ix) the ability of
Coherent or Lumentum to retain and hire key personnel; (x)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed
transaction; (xi) uncertainty as to the long-term value of Lumentum
common stock; (xii) legislative, regulatory and economic
developments affecting Coherent's and Lumentum's businesses; (xiii)
general economic and market developments and conditions; (xiv) the
evolving legal, regulatory and tax regimes under which Coherent and
Lumentum operate; (xv) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the merger that could affect Coherent's and/or Lumentum's financial
performance; (xvi) restrictions during the pendency of the proposed
transaction that may impact Coherent's or Lumentum's ability to
pursue certain business opportunities or strategic transactions;
(xvii) 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 Lumentum's response to
any of the aforementioned factors; (xviii) 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; (xix) 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 (xx) failure to receive the approval of the
stockholders of Lumentum 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.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on Coherent's or Lumentum's
consolidated financial condition, results of operations, or
liquidity. Neither Coherent nor Lumentum 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.
Contact Information
Investors: Jim Fanucchi,
(408) 404-5400, investor.relations@lumentum.com
Media: Eric Brielmann or
Kelly Sullivan, Joele Frank, Wilkinson Brimmer Katcher, (212)
355-4449
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SOURCE Lumentum Holdings Inc.