Coherent Again Favors Revised Purchase Offer from II-VI

Coherent has again determined that a revised acquisition proposal from II-VI is superior to terms of an amended merger agreement with Lumentum. Coherent has informed Lumentum that it intends to terminate that merger agreement, into which the companies entered on March 9 (announced on March 10), should it not receive an amended agreement.

Terms of the new II-VI proposal, which is the fourth that Coherent has confirmed from II-VI, dictate that Coherent shareholders would receive $220 in cash and 0.91 of a share of Coherent common stock for each Coherent share.

The deal is worth approximately $7 billion.

The latest II-VI offer is in response to Coherent’s confirmation that it received, and that its board was considering, a revised offer from Lumentum. Per that fifth confirmed offer from Lumentum, the company would acquire Coherent in a $6.9 billion deal. Each share of Coherent common stock would be exchanged for $220 in cash and 0.61 of a share of Lumentum common stock.

The Coherent board also determined that the latest II-VI proposal is superior to the revised acquisition proposal that Coherent received from Lumentum on March 17.

Coherent notifed Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised acquisition proposal from Lumentum by March 22 that the Coherent board determines to be at least as favorable to Coherent's stockholders as II-VI’s revised proposal.

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 r eceipt 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 carrying 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.