Coherent to Discuss Purchase Bid with II-VI

Coherent’s board of directors will engage in discussions with II-VI, in response to II-VI’s unsolicited proposal to acquire Coherent. II-VI issued a purchase offer worth approximately $6.4 billion.

II-VI’s Coherent bid followed an unsolicited offer from MKS Instruments, worth approximately $6 billion. Both the II-VI and the MKS offers followed Coherent’s announcement on Jan. 19 that it had entered into a merger agreement with Lumentum Holdings pursuant to which Lumentum agreed to acquire Coherent in a transaction worth $5.7 billion.

Coherent’s board of directors has not determined whether II-VI’s acquisition proposal is superior to Coherent's pending Lumentum transaction. After conducting a preliminary analysis of II-VI’s proposal, however, Coherent’s board of directors determined that II-VI’s proposal could lead to a transaction that is superior to its pending transaction with Lumentum. Coherent, in a press release, said it 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, including the near and long-term financial opportunities of each transaction, the expected completion timing of each transaction, and the closing risks associated with each transaction.”

The Coherent board of directors is also evaluating the acquisition proposal it received from MKS; it will conduct a thorough review of all three transactions in consultation with its financial and legal advisers before making a final determination. Coherent said there can be no assurances that it will conclude that the transaction proposed by II-VI or MKS is superior to Coherent’s pending transaction with Lumentum, so Coherent investors are encouraged to await a final determination from Coherent’s board of directors.

Notwithstanding its receipt of competing acquisition proposals from II-VI and MKS and ongoing discussions with both companies, Coherent’s board of directors continues to recommend Coherent’s merger agreement with Lumentum to its stockholders. Coherent’s board of directors is not modifying or withdrawing its recommendation with respect to the Lumentum merger agreement and the Lumentum merger at this time, or proposing to do so, and it is not making any recommendation with respect to the competing acquisition proposals it has received from II-VI or MKS at this time.

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