SAN JOSE, Calif., March 23, 2021 /PRNewswire/ -- Lumentum
Holdings Inc. ("Lumentum") today confirmed that on March 22, 2021, it delivered to Coherent, Inc.'s
(Nasdaq: COHR) Board of Directors a revised proposal to acquire
Coherent in a cash and stock transaction.
Under the terms of the revised proposal, Coherent stockholders
would receive $230.00 per share in
cash and 0.6724 shares of Lumentum common stock for each Coherent
share they own. Based on Lumentum's closing stock price on
March 22, 2021, this equates to a
consideration of $287.50 per Coherent
share. To provide Coherent's Board with adequate time to evaluate
the proposal, the revised proposal will remain open until
11:59 p.m. Pacific Time on Wednesday,
March 24, 2021.
Lumentum's Board of Directors continues to recommend the
transaction with Coherent to its stockholders.
Transaction Terms, Financing, Governance and
Approvals
Lumentum intends to finance the cash portion of the transaction
through a combination of cash on hand from the combined company's
balance sheet, $3.25 billion in new
debt financing from a fully committed Term Loan B and the
previously announced $1 billion
equity investment from Silver
Lake.
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), expired on
March 3, 2021 with respect to the
proposed acquisition of Coherent. The expiration of the waiting
period under the HSR Act satisfies one of the conditions to the
closing of the pending transaction. 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 remaining
regulatory approvals and other customary closing conditions.
Advisors
Deutsche Bank is serving as the exclusive financial advisor and
sole bookrunner on the committed debt financing to Lumentum and
Wilson Sonsini Goodrich & Rosati
is serving as legal advisor.
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 and 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 Department 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 March 19, 2021. 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) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the amended merger agreement, including the receipt
by Coherent 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.
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.
Lumentum 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
Category: Financial
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SOURCE Lumentum Holdings Inc.