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II-VI Stands Firm on Latest Coherent Acquisition Offer

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PITTSBURGH, March 24, 2021 — II-VI has notified Coherent it is maintaining the terms of its current acquisition proposal. The proposal remains open until 12 p.m. Pacific time on Thursday, March 25.

The notification comes one day after Lumentum delivered its latest revised acquisition proposal to Coherent. That proposal, Lumentum said on March 23, will remain open until 11:59 p.m. Pacific time on Wednesday, March 24.

Under terms of the latest II-VI proposal, Coherent shareholders would receive $220 per share in cash and 0.91 of a share of II-VI common stock for each Coherent share. Under terms of the latest Coherent proposal, Coherent stockholders would receive $230 per share in cash and 0.6724 shares of Lumentum common stock for each Coherent share.

Each company’s proposal is valued at around $7 billion.

Coherent said on March 18 that its board had determined a revised proposal from II-VI to be superior to terms of a Lumentum merger agreement into which Coherent and Lumentum had entered on March 9.

Prior to its announcement that it does not plan on increasing terms of its current proposal at this time, II-VI, on three previous occasions, had submitted revised proposals to Coherent. Each previous revised proposal has followed an offer from Lumentum.

Coherent, in confirming its receipt of revised proposals from Lumentum on March 17 and March 23, said there could be no assurances that it would accept those proposals and enter into a revised merger agreement with Lumentum. Despite this, II-VI submitted a proposal to Coherent on March 18. Coherent ultimately deemed that proposal superior to Lumentum’s March 17 proposal, before receiving the offer from Lumentum that remains open.

Ongoing coverage of this acquisition, with analyst insights, is available on Photonics.com.

A timeline of the acquisition history:

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.


Photonics.com
Mar 2021
Businessmergers & acquisitionsCoherent2021 Coherent acquisitionMKSMKS InstrumentslasersII-VIAmericasLumentum

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