Coherent board confirms receipt of revised II-VI acquisition proposal

Coherent board determines revised II-VI acquisition proposal is superior to Lumentum merger agreement.

Coherent confirmed receipt of a revised acquisition proposal from II-VI Incorporated. Under the terms of II-VI’s revised proposal, each share of Coherent common stock would be exchanged for $220 in cash and 0.91 of a share of II-VI common stock at the completion of the transaction. The transaction would be subject to approval by the stockholders of Coherent and II-VI, receipt of U.S. and foreign regulatory approvals and other customary closing conditions.

After considering II-VI’s revised proposal in consultation with its financial and legal advisors, the Coherent board of directors determined that it constitutes a “Company Superior Proposal” under the terms of Coherent’s March 9, 2021 merger agreement with Lumentum Holdings Inc. (NASDAQ: LITE). The Coherent board also determined that II-VI’s proposal is superior to the revised acquisition proposal that Coherent received from Lumentum on March 17, 2021, the receipt of which was also confirmed and publicly reported by Coherent on March 17, 2021.

Accordingly, Coherent has notifed Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised acquisition proposal from Lumentum by 11:59 p.m. Pacific Time on Monday, March 22, 2021 that the Coherent board determines to be at least as favorable to Coherent’s stockholders as II-VI’s revised proposal, after taking into account all aspects of any such proposal Coherent may receive from Lumentum.

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