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II-VI Clears Last Hurdle in Coherent Acquisition

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PITTSBURGH, June 29, 2022 — II-VI has obtained antitrust clearance from the State Administration for Market Regulation of the People’s Republic of China (SAMR) for its pending acquisition of Coherent. The decision from SAMR marks completion of antitrust-related closing conditions delineated by the merger agreement signed in March 2021.

II-VI, as of June 28, said it expects the acquisition to close on or around July 1.

Under the terms of the merger agreement, each share of Coherent common stock will be exchanged for $220 in cash and 0.91 shares of II-VI common stock.

A timeline of the acquisition history:

2021

Jan. 19: Lumentum announces agreement to acquire Coherent in $5.7 billion deal; Coherent stockholders to receive $100 per share in cash and 1.1851 shares of Lumentum common stock. Coherent is subject to a termination fee of more than $200 million if it accepts a competing bid.

Feb. 8: MKS Instruments announces unsolicited purchase bid to acquire Coherent in $6 billion deal; Coherent stockholders to receive $115 per share in cash and 0.7473 of a share of MKS common stock. Coherent announces it will enter discussions with MKS.

Feb. 12: II-VI announces unsolicited purchase bid to acquire Coherent in $6.4 billion deal; Coherent stockholders to receive $130 per in cash and 1.3055 II-VI common shares for each Coherent share.

Feb. 16: Coherent announces it will engage in discussions with II-VI.

March 8: Coherent announces its board determined a revised proposal from II-VI to be superior to terms of multiple revised Lumentum agreements, and a revised proposal from MKS. II-VI to acquire Coherent in $6.2 billion deal; Coherent stockholders to receive $170 per share in cash and 1.0981 shares of II-VI common stock.

March 8: Coherent notifies Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised proposal from Lumentum by March 11.

March 8: MKS announces it is removing itself from acquisition consideration following its revised bid; MKS to acquire Coherent for $250 per share, composed of $135 in cash and $115 in shares of MKS common stock.

March 8: Lumentum announces its intent to review II-VI’s proposal.

March 10: Lumentum and Coherent sign a revised merger agreement; Lumentum to acquire Coherent in a deal worth $6.6 billion. Each share of Coherent common stock will be exchanged for $175 in cash and 1.0109 shares of Lumentum common stock. Coherent is subject to a termination fee of more than $200 million if it accepts a competing bid.

March 12: Coherent announces that its board had determined a revised proposal from II-VI to be superior to terms of the latest Lumentum merger agreement; II-VI to acquire Coherent in a deal carrying an enterprise value of $6.8 billion. Each share of Coherent common stock to be exchanged for $195 in cash and one share of II-VI common stock.

March 17: Coherent confirms its receipt of a new proposal from Lumentum; Lumentum to acquire Coherent in a $6.9 billion deal. Each share of Coherent common stock to be exchanged for $220 in cash and 0.61 of a share of Lumentum common stock.

March 18: Coherent announces its board has determined a revised proposal from II-VI to be superior to terms of the latest Lumentum merger agreement; II-VI to acquire Coherent in a deal worth approximately $7 billion. Each share of Coherent common stock to be exchanged for $220 in cash and 0.91 of a share of II-VI common stock.

March 23: Coherent confirms its receipt of a new proposal from Lumentum; Lumentum to acquire Coherent in a deal worth approximately $7 billion. Each share of Coherent common stock to be exchanged for $230 per share in cash and 0.6724 shares of Lumentum common stock.

March 24: II-VI notifies Coherent it does not intend to amend its most recent acquisition proposal; II-VI to acquire Coherent in a deal worth approximately $7 billion. Each share of Coherent common stock to be exchanged for $220 in cash and 0.91 of a share of II-VI common stock.

March 25: Coherent announces it has accepted II-VI acquisition proposal; II-VI to acquire Coherent in a deal worth approximately $7 billion. Each share of Coherent common stock to be exchanged for $220 in cash and 0.91 of a share of II-VI common stock. Coherent to terminate its March 9 agreement with Lumentum. The transaction is expected to close by the end of the year.

May 12: II-VI and Coherent report the acquisition transaction remains on track to close by the end of the year.

June 24: II-VI and Coherent announce shareholder and stockholder approvals of the proposed merger agreement. Each share of Coherent common stock to be exchanged for $220 in cash and 0.91 of a share of II-VI common stock.

2022

Feb. 9: II-VI’s pending acquisition of laser developer and manufacturer Coherent receives the approval, or indication of imminent approval, of three out of four global antitrust regulatory authorities. The companies anticipate closing the acquisition by the middle of the second calendar quarter of 2022, upon receiving approval in China, the remaining jurisdiction.

May 3: II-VI and Coherent Inc. announce the refiling of the premerger notification and report form with the Federal Trade Commission and U.S. Department of Justice. The companies continue discussions with the SAMR, and the decision to refile the HSR Notification is due to the parties’ updated view of the anticipated timing of formal approval from SAMR. II-VI and Coherent anticipate the closing of the merger will occur before June 30.

June 28: II-VI receives antitrust clearance from SAMR for its pending acquisition of Coherent. The decision from SAMR marks completion of antitrust-related closing conditions delineated by the merger agreement signed in March 2021. II-VI expects the acquisition to close on or around July 1.

Photonics.com
Jun 2022
BusinesslasersII-VICoherentmergers & acquisitionsacquisitionsCoherent acquisitionregulatory approvalChinaantitrustmergerLumentumMKSstocktransactionclosing conditionsagreement

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