SANTA CLARA, Calif.,
March 17, 2021 /PRNewswire/
-- Coherent, Inc. (NASDAQ: COHR) today announced that it has
received a new acquisition proposal from Lumentum Holdings Inc.
(NASDAQ: LITE). Under the terms of Lumentum's new proposal, each
share of Coherent common stock would be exchanged for $220.00 in cash and 0.61 of a share of Lumentum
common stock at the completion of the transaction. The transaction
would be subject to approval by Coherent's and Lumentum's
stockholders, receipt of regulatory approvals in China and South
Korea and other customary closing conditions. The waiting
period under the Hart-Scott-Rodino Antitrust Improvement Act in the
U.S. that was applicable to Lumentum's proposed acquisition of
Coherent has already expired.
On March 10, 2021, Coherent and
Lumentum announced that they had entered into an amended and
restated merger agreement pursuant to which Lumentum would acquire
Coherent in a cash and stock transaction where 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. On
March 11, 2021, Coherent announced
that it had received an unsolicited acquisition proposal from II-VI
in which each share of Coherent common stock would receive
$195.00 in cash and 1.0 share of
II-VI common stock at the completion of the transaction, which the
Coherent board of directors determined to be a "Company Superior
Proposal" under the terms of Coherent's merger agreement with
Lumentum.
Consistent with its fiduciary duties and in consultation with
its financial and legal advisors, Coherent's board of directors
will carefully review Lumentum's new proposal in comparison to
II-VI's March 11, 2021 acquisition
proposal. There can be no assurances that Coherent will accept
Lumentum's new proposal and enter into a revised merger agreement
with Lumentum on the proposed terms or instead determine that
II-VI's March 11, 2021 acquisition
proposal continues to be a "Company Superior Proposal" under
Coherent's existing merger agreement with Lumentum notwithstanding
Lumentum's new 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
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 (the "Proposed
Transaction") between Lumentum Holdings Inc. ("Lumentum") and
Coherent, Inc. ("Coherent"), Lumentum plans to file with the U.S.
Securities and Exchange Commission (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 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 which Coherent or
Lumentum may file with the SEC in connection with the 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 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 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
Coherent and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
Proposed Transaction. Information regarding Coherent's
directors and executive officers, including a description of their
direct and indirect interests in the 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 Proposed Transaction, including the direct and indirect
interests of Coherent directors and executive officers in the
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 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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: (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) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement with Lumentum (as amended, restated or
supplemented from time to time), including the receipt of an
unsolicited proposal from a third party (including MKS Instruments,
Inc. or II-VI Incorporated); (iii) 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; (iv) the impact of the
COVID-19 pandemic and related private and public sector measures on
Coherent's business and general economic conditions; (v) 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; (vi) Coherent's and Lumentum's
ability to implement its business strategy; (vii) pricing
trends, including Coherent's and Lumentum's ability to achieve
economies of scale; (viii) potential litigation relating to
the Proposed Transaction that could be instituted against Coherent,
Lumentum or their respective directors; (ix) the risk that
disruptions from the Proposed Transaction will harm Coherent's or
Lumentum's business, including current plans and operations;
(x) the ability of Coherent or Lumentum to retain and hire key
personnel; (xi) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Proposed Transaction; (xii) uncertainty as
to the long-term value of Lumentum common stock;
(xiii) legislative, regulatory and economic developments
affecting Coherent's and Lumentum's businesses; (xiv) general
economic and market developments and conditions; (xv) the
evolving legal, regulatory and tax regimes under which Coherent and
Lumentum operate; (xvi) 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; (xvii) 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; (xviii) 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;
(xix) 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;
(xx) 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 (xxi) 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. 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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SOURCE Coherent, Inc.