Coherent to engage in discussions with II-VI
Evaluation of potential MKS transaction, continues to recommend Lumentum merger at this time
The board of directors of Coherent has determined to engage in discussions with II-VI in response to its unsolicited proposal to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $130.00 in cash and 1.3055 shares of II-VI common stock.
On February 8, 2021, Coherent announced that it had received an unsolicited proposal from MKS to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock.
Coherent received the unsolicited acquisition proposals from II-VI and MKS following its announcement on January 19, 2021 that it had entered into a merger agreement with Lumentum pursuant to which Lumentum agreed to acquire Coherent in a transaction where each share of Coherent common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum common stock.
After conducting a preliminary analysis of II-VI’s proposal, however, Coherent’s board of directors has determined that II-VI’s proposal could lead to a transaction that is superior to its pending transaction with Lumentum. Accordingly, the company has determined to engage in discussions with II-VI to further evaluate the comparative benefits and risks of II-VI’s proposed transaction relative to Coherent’s pending transaction with Lumentum, and is also evaluating the acquisition proposal it received from MKS. So it will conduct a thorough review of all three transactions in consultation with its financial and legal advisors before making a final determination.
“The combination of II-VI and Coherent would create a uniquely strategic global leader capable of delivering to our customers the most attractive combination of photonic solutions, compound semiconductors, as well as laser technology and systems. We believe now is the right time to embark on this combination given significant megatrends, with burgeoning applications in both industrial and semiconductor capital equipment segments, including those that enable consumer electronics and displays. Moreover, II-VI expects to accelerate our growth in aerospace & defense, life sciences, and laser additive manufacturing by utilizing our compelling integrated solutions in lasers, optics, and electronics. With expanded capabilities, we expect to collaborate even more broadly across our customer base as their design-in leader of choice. In addition, with our culture of innovation and strong track record of merger integration, we expect to deliver significant value to all stakeholders, including both companies’ shareholders, customers, employees, and business partners,” said Vincent Mattera Jr, Chief Executive Officer of II-VI. (Sources: Coherent 2-16-21 / II-VI 2-12-21)
Links: Coherent Inc., Santa Clara, CA, USA • II-VI Incorporated, Saxonburg, Pennsylvania, USA • MKS Instruments, Inc., Andover, Mass., USA
