SANTA CLARA, Calif.,
March 12, 2021 /PRNewswire/
-- Coherent, Inc. (NASDAQ: COHR) today announced that the
company's board of directors, in consultation with its financial
and legal advisors, has determined that a revised acquisition
proposal Coherent received from II-VI Incorporated (NASDAQ: IIVI)
on March 11, 2021 constitutes a
"Company Superior Proposal" under the terms of Coherent's pending
revised merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE)
dated March 10, 2021. Under the terms
of II-VI's revised proposal, each share of Coherent common stock
would be exchanged for $195.00 in
cash and 1.0 share of II-VI common stock at the completion of the
transaction.
![(PRNewsfoto/Coherent, Inc.) (PRNewsfoto/Coherent, Inc.)](https://mma.prnewswire.com/media/1438658/Coherent_Logo.jpg)
Coherent has notified Lumentum
that it intends to terminate their amended merger agreement unless
Coherent receives a revised proposal from Lumentum by 11:59 p.m. Pacific Time on March 17, 2021 that the Coherent board determines
to be at least as favorable to Coherent's stockholders as II-VI's
revised proposal, after taking into account all aspects of any such
proposal Coherent may receive from Lumentum.
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
Founded in 1966, Coherent, Inc. is a
global provider of lasers and laser-based technology for
scientific, commercial and industrial customers. Our 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 the company's website at
https://www.Coherent.com for product and financial updates.
Important Information and Where You Can Find It
In connection with the proposed transaction between Lumentum
Holdings Inc. ("Lumentum") and Coherent (the "Lumentum Proposed
Transaction"), Lumentum plans to file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of
Coherent and Lumentum and will constitute a prospectus with respect
to shares of Lumentum's common stock to be issued to Coherent's
stockholders at the completion of the Lumentum Proposed Transaction
(the "Joint Proxy Statement/Prospectus"). Coherent and
Lumentum may also file other documents with the SEC regarding the
Lumentum Proposed Transaction. This communication is not a
substitute for the Joint Proxy Statement/Prospectus or any other
document which Coherent or Lumentum may file with the SEC in
connection with the Lumentum Proposed Transaction. COHERENT
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE LUMENTUM PROPOSED TRANSACTION AND RELATED
MATTERS.
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 Lumentum 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 Lumentum 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 Lumentum Proposed Transaction
Coherent and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
Lumentum Proposed Transaction. Information regarding
Coherent's directors and executive officers, including a
description of their direct and indirect interests in the Lumentum
Proposed Transaction, by security holdings or otherwise, will be
contained in the Joint Proxy Statement/Prospectus. Coherent
stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of
proxies in connection with the Lumentum Proposed Transaction,
including the direct and indirect interests of Coherent directors
and executive officers in the Lumentum Proposed Transaction, which
may be different than those of Coherent stockholders generally, 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 relating to the
Lumentum Proposed Transaction. You may obtain free copies of these
documents using the sources indicated above.
No Offer or Solicitation
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 shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. If a negotiated
transaction between Coherent and II-VI Incorporated ("II-VI") is
entered into, Coherent and II-VI will prepare and II-VI will file a
registration statement that will include a proxy
statement/prospectus related to the proposed transaction between
Coherent and II-VI (the "II-VI Proposed Transaction"), the II-VI
Proposed Transaction will be submitted to the stockholders of
Coherent for their consideration, and Coherent will provide the
proxy statement/prospectus to its stockholders. Coherent, and
possibly II-VI, may also file other documents with the SEC
regarding the II-VI Proposed Transaction. This document is not a
substitute for any prospectus, proxy statement or any other
document which Coherent or II-VI may file with the SEC in
connection with such II-VI Proposed Transaction. If a negotiated
transaction between Coherent and II-VI is entered into, investors
and security holders are urged to read the proxy
statement/prospectus and the other relevant materials with respect
to the II-VI Proposed Transaction carefully in their entirety when
they become available before making any voting or investment
decision with respect to the II-VI Proposed Transaction because
they will contain important information about the II-VI Proposed
Transaction.
Cautionary Note Regarding Forward-Looking Statements
This document 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 its board of directors'
current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in these 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 any negotiations between
Coherent and Lumentum; the impact of the actions of Lumentum or
II-VI in response to any discussions between Coherent and one of
the other companies on 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 amended and
restated merger agreement with Lumentum or the proposed merger
agreement with II-VI; changes in any proposals from II-VI or
Lumentum; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed amended and restated merger agreement with Lumentum; the
inability to complete either the proposed merger with Lumentum or
with II-VI due to the failure to obtain stockholder approval for
such 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 debt
financing arrangements set forth in the debt commitment letters
delivered pursuant to the proposed merger agreement with such
counterparty; the failure of II-VI to obtain the desired equity
financing arrangements set forth in the investment agreement
delivered pursuant to the proposed merger agreement with II-VI; the
risk 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.
Investors
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246-1458
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+1 (917) 818-9002
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SOURCE Coherent, Inc.