Coherent Signs Revised Merger Agreement with Lumentum

Coherent has entered into a revised merger agreement with Lumentum. Per the amended agreement to the previously announced definitive agreement into which the two companies entered in January, Lumentum plans to acquire Coherent in a deal worth $6.6 billion.

Coherent signed the revised merger agreement with Lumentum days after announcing that its board had determined that a revised acquisition proposal from optical components and semiconductor materials manufacturer II-VI was superior to terms of the January merger agreement between it and Lumentum.

The revised agreement builds on the initial Lumentum offer worth $5.7 billion; under the revised agreement, each share of Coherent common stock will be exchanged for $175 in cash and 1.0109 shares of Lumentum common stock at the completion of the deal. The breakup fee of more than $200 million that Coherent faced per terms of the January agreement with Lumentum, should it walk away from the deal, is unchanged.

The latest revision represents the fourth confirmed acquisition offer from Lumentum. In its announcement on Monday, March 8, that it had determined the latest proposal from II-VI to be superior to terms of the January agreement with Lumentum, Coherent said it had additionally received two new proposals from Lumentum.

In one of those offers, each share of Coherent common stock would be exchanged for $175 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction. Coherent said that the Lumentum proposal also included a “significantly higher” termination fee as a condition of its acceptance of a competing proposal.

Another Lumentum proposal involved a Coherent common stock exchange of $170 in cash with a higher termination fee, Coherent said. Coherent also acknowledged its receipt of a revised offer from MKS.

To date, including revised proposed agreements, Coherent has confirmed receiving eight purchase offers: four from Lumentum, two from II-VI, and two from MKS.

The Coherent board of directors is recommending that its stockholders vote in favor of the proposed merger. Lumentum said Wednesday that the boards of both companies unanimously approved the revised agreement.

Information about the latest offers from II-VI, along with real-time coverage of this acquisition, is available on Photonics.com.