Coherent (COHR) Confirms Receipt Of Unsolicited Proposal From II-VI Incorporated (IIVI)

February 12, 2021 11:00 AM EST

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Coherent, Inc. (NASDAQ: COHR) ("Coherent") today announced that it has received an unsolicited acquisition proposal from II–VI Incorporated (NASDAQ: IIVI) ("II-VI") to acquire Coherent in a cash and stock transaction. Under the terms of II-VI's proposal, each share of Coherent common stock would be exchanged for $130.00 in cash and 1.3055 shares of II-VI common stock at the completion of the transaction.

On January 19, 2021, Coherent announced that it had entered into a merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE) ("Lumentum"), pursuant to which Lumentum agreed to acquire Coherent and each share of Coherent common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum common stock at the completion of the transaction.

On February 8, 2021, Coherent announced that it had received an unsolicited acquisition proposal from MKS Instruments (NASDAQ: MKSI) ("MKS"). Under the terms of MKS' proposal, each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock at the completion of the transaction.

The pending transaction with Lumentum and proposed transactions with MKS and II-VI would all be subject to customary closing conditions, including receipt of U.S. and foreign antitrust approvals and stockholder approvals.

Coherent's board of directors, consistent with its fiduciary duties and in consultation with its financial and legal advisors, is carefully reviewing and considering II-VI's proposal. There can be no assurances that Coherent will conclude that the transaction proposed by II-VI is superior to Coherent's pending transaction with Lumentum or the proposal from MKS. Coherent stockholders are advised to take no action at this time and encouraged to await a final determination from Coherent's board of directors.

Notwithstanding its receipt of MKS' proposal and II-VI's proposal, 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 MKS' proposal or II-VI's proposal 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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