March 12, 2021 I PDF
Coherent’s Board Deems II-VI Revised Proposal Superior
II-VI Incorporated (Nasdaq: IIVI), a global leader in engineered materials and optoelectronic components, today confirmed that on March 11, 2021 it delivered to Coherent, Inc.’s (Nasdaq: COHR) Board of Directors a revised proposal to acquire all of the outstanding shares of Coherent common stock in a cash and stock transaction. Coherent’s Board of Directors has informed II-VI that it deems II-VI’s March 11, 2021 proposal superior to Coherent’s March 9, 2021 merger agreement with Lumentum Holdings Inc.
Under the terms of the revised II-VI proposal, Coherent’s shareholders would receive $195.00 in cash and 1.0 II-VI common share for each Coherent common share, which implies a total enterprise value of $6.8 billion and total per share consideration of $272.68 based on the 10-day volume weighted average price (VWAP) of II-VI shares as of March 10, 2021.
II-VI’s revised proposal includes $4.8 billion of fully committed debt financing from J.P. Morgan Securities LLC and a $1.5 billion equity investment from Bain Capital. II-VI continues to expect the transaction will be accretive to non-GAAP EPS in the second year following closing.
“II-VI has a demonstrated track record of successfully executing and integrating acquisitions of this scale, and together with Coherent, we would have the resources to continue to invest in a broad range of opportunities and deliver sustained growth for all shareholders,” said Dr. Vincent D. Mattera, Jr., Chief Executive Officer of II-VI. “We also believe in the complementary fit, not only of our technology platforms and business models, but also of our people and company cultures. Therefore, it is with great enthusiasm that I look forward to the prospect of the Coherent team joining us as we continue to share our passion for the endless ways in which photonics will continue to transform the world.”
The presentation detailing the terms of II-VI’s revised proposal can be viewed on the Company’s website at www.ii-vi.com/investor-relations.
Allen & Company LLC and J.P. Morgan Securities LLC are acting as II-VI’s financial advisors, and Wachtell, Lipton, Rosen & Katz and K&L Gates are serving as legal advisors.