Coherent, Inc. (COHR) Confirms Receipt of New Acquisition Proposal from Lumentum (LITE)

March 23, 2021 6:21 AM EDT

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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 $230.00 in cash and 0.6724 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.

Lumentum's new proposal follows Coherent's announcement on March 18, 2021 that it had received a revised acquisition proposal from II-VI Incorporated (NASDAQ: IIVI) on March 17, 2021, which the Coherent board of directors determined to be both a "Company Superior Proposal" under Coherent's March 9, 2021 merger agreement with Lumentum and also superior to a revised acquisition proposal Coherent also received from Lumentum on March 17, 2021. Under the terms of II-VI's March 17, 2021 acquisition proposal, each share of Coherent common stock would be exchanged for $220.00 in cash and 0.91 of a share of II-VI common stock at the completion of the transaction.

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 acquisition proposal in comparison to II-VI's March 17, 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 terminate Coherent's March 9, 2021 merger agreement with Lumentum in order to enter into a merger agreement with II-VI on the terms of its March 17, 2021 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.



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