Coherent, Inc. (COHR) To Engage In Discussions With II-VI (IIVI)

February 16, 2021 6:22 AM EST

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Coherent, Inc. (NASDAQ: COHR) today announced that its board of directors has determined to engage in discussions with II-VI Incorporated (NASDAQ: IIVI) in response to its unsolicited proposal to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $130.00 in cash and 1.3055 shares of II-VI common stock.

On February 8, 2021, Coherent announced that it had received an unsolicited proposal from MKS Instruments, Inc. (NASDAQ: MKSI) to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock.

Coherent received the unsolicited acquisition proposals from II-VI and MKS following its announcement on January 19, 2021 that it had entered into a merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE) pursuant to which Lumentum agreed to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum common stock.

Coherent's pending transaction with Lumentum and the alternative transactions proposed by II-VI and MKS are all subject to customary closing conditions, including receipt of U.S. and foreign antitrust approvals and stockholder approvals.

Coherent's board of directors has not determined whether II-VI's acquisition proposal is superior to Coherent's pending Lumentum transaction. After conducting a preliminary analysis of II-VI's proposal, however, Coherent's board of directors has determined that II-VI's proposal could lead to a transaction that is superior to its pending transaction with Lumentum. Accordingly, Coherent has determined to engage in discussions with II-VI to further evaluate the comparative benefits and risks of II-VI's proposed transaction relative to Coherent's pending transaction with Lumentum, including the near and long-term financial opportunities of each transaction, the expected completion timing of each transaction, and the closing risks associated with each transaction. As previously announced, the Coherent board of directors is also currently evaluating the acquisition proposal it received from MKS so it will conduct a thorough review of all three transactions in consultation with its financial and legal advisors before making a final determination. There can be no assurances that Coherent will conclude that the transaction proposed by II-VI or MKS is superior to Coherent's pending transaction with Lumentum, so Coherent investors are encouraged to await a final determination from Coherent's board of directors.

Notwithstanding its receipt of competing acquisition proposals from II-VI and MKS and ongoing discussions with both companies, Coherent's board of directors continues to recommend Coherent's merger agreement with Lumentum to its stockholders. Coherent's board of directors is not modifying or withdrawing its recommendation with respect to the Lumentum merger agreement and the Lumentum merger at this time, or proposing to do so, and is not making any recommendation with respect to the competing acquisition proposals it has received from II-VI or MKS at this time.

Bank of America is serving as financial advisor to Coherent, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.



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