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

Coherent announced that the company’s board of directors, in consultation with its financial and legal advisors, has unanimously determined that a revised acquisition proposal Coherent received from II-VI Incorporated (“II-VI”) constitutes a “Company Superior Proposal” under Coherent’s pending merger agreement with Lumentum Holdings (“Lumentum”). Under the terms of II-VI’s revised proposal, each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0981 shares of II-VI common stock at the completion of the transaction. Coherent has notifed Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised proposal from Lumentum by 11:59 p.m. Pacific Time on March 11, 2021 that the Coherent board determines to be at least as favorable to Coherent’s stockholders from a financial point of view as II-VI’s revised proposal, after taking into account all aspects of any such proposal Coherent may receive from Lumentum.

Prior to making its determination regarding II-VI’s revised proposal, Coherent received revised proposals from Lumentum and a revised proposal from MKS Instruments (“MKS”). Under the terms of one of Lumentum’s revised proposals, each share of Coherent common stock would be exchanged for $175.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction, coupled with a significantly higher termination fee as a condition to accepting competing acquisition proposals. Under the terms of Lumentum’s other revised proposal, each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction, coupled with a meaningfully higher termination fee as a condition to accepting competing acquisition proposals. Under the terms of MKS’ revised proposal, each share of Coherent common stock would be exchanged for $135.00 in cash and 0.7516 of a share of MKS common stock, subject to a collar, at the completion of the transaction.

Consistent with its fiduciary duties, the Coherent board of directors conducted a thorough and rigorous review of all of the acquisition proposals it had received before making its determination regarding II-VI’s revised acquisition 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.