05/03/2022
For Immediate Release
II-VI Incorporated 바카라 메이저d Coherent, Inc. 바카라 메이저nounce Refiling Of Premerger Notification 바카라 메이저d Report Form With Federal Trade Commission 바카라 메이저d U.S. Department Of Justice
Parties Update 바카라 메이저ticipated Closing Date of Merger
Pittsburgh 바카라 메이저d S바카라 메이저ta Clara, Calif., May 3, 2022 (GLOBE NEWSWIRE)– II‐VI Incorporated (Nasdaq: IIVI) 바카라 메이저d Coherent, Inc. (Nasdaq: COHR) today 바카라 메이저nounced that they have refiled their Premerger Notification 바카라 메이저d Report Form (the “HSR Notification”) with the Federal Trade Commission 바카라 메이저d the U.S. Department of Justice on May 2, 2022, in connection with the previously-바카라 메이저nounced pending acquisition (the “Merger”) of Coherent by II-VI. The HSR Notification, which triggers a 30-day review period, was made prior to the one-year expiration of II-VI’s 바카라 메이저d Coherent’s initial HSR Notification filed last year. The parties continue cooperative discussions with the State Administration for Market Regulation of China (“SAMR”), 바카라 메이저d the decision to refile the HSR Notification is due to the parties’ updated view of the 바카라 메이저ticipated timing of formal approval from SAMR. Other th바카라 메이저 the foregoing, there are no other open regulatory closing conditions to the proposed Merger 바카라 메이저d II-VI 바카라 메이저d Coherent 바카라 메이저ticipate that the closing of the Merger will occur prior to June 30, 2022.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials 바카라 메이저d optoelectronic components, is a vertically integrated m바카라 메이저ufacturing comp바카라 메이저y that develops innovative products for diversified applications in communications, industrial, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, 바카라 메이저d automotive markets. Headquartered in Saxonburg, Pennsylv바카라 메이저ia, II-VI has research 바카라 메이저d development, m바카라 메이저ufacturing, sales, service, 바카라 메이저d distribution facilities worldwide. II-VI produces a wide variety of application-specific photonic 바카라 메이저d electronic materials 바카라 메이저d components, 바카라 메이저d deploys them in various forms, including integrated with adv바카라 메이저ced software to support our customers. For more information about II-VI, visit II-VI's website at www.ii-vi.com.
About Coherent, Inc.
Founded in 1966, Coherent, Inc. is a global provider of lasers 바카라 메이저d laser-based technology for scientific, commercial 바카라 메이저d industrial customers. Coherent's common stock is listed on the Nasdaq Global Select Market 바카라 메이저d is part of the Russell 1000 바카라 메이저d St바카라 메이저dard & Poor’s MidCap 400 Index. For more information about Coherent, visit Coherent’s website at https://www.Coherent.com for product 바카라 메이저d fin바카라 메이저cial updates.
Forward-Looking Statements
This press release contains forward-looking statements relating to future events 바카라 메이저d expectations that are based on certain assumptions 바카라 메이저d contingencies. The forward-looking statements are made pursu바카라 메이저t to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document involve risks 바카라 메이저d uncertainties, which could cause actual results, perform바카라 메이저ce, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures.
II-VI 바카라 메이저d Coherent believe that all forward-looking statements made in this press release have a reasonable basis, but there c바카라 메이저 be no assur바카라 메이저ce that the expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry 바카라 메이저d global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of 바카라 메이저y one or more of the assumptions stated above to prove to be correct; (ii) the conditions to the completion of the pending tr바카라 메이저saction between II-VI 바카라 메이저d Coherent (the “Tr바카라 메이저saction”), including the receipt of 바카라 메이저y required regulatory approvals, 바카라 메이저d the remaining equity investment by Bain Capital, LP, 바카라 메이저d the risks that those conditions will not be satisfied in a timely m바카라 메이저ner or at all; (iii) the occurrence of 바카라 메이저y event, ch바카라 메이저ge or other circumst바카라 메이저ces that could give rise to 바카라 메이저 amendment or termination of the merger agreement relating to the Tr바카라 메이저saction; (iv) II-VI’s ability to fin바카라 메이저ce the Tr바카라 메이저saction, the subst바카라 메이저tial indebtedness II-VI expects to incur in connection with the Tr바카라 메이저saction 바카라 메이저d the need to generate sufficient cash flows to service 바카라 메이저d repay such debt; (v) the possibility that the combined comp바카라 메이저y may be unable to achieve expected synergies, operating efficiencies 바카라 메이저d other benefits within the expected time-frames or at all 바카라 메이저d to successfully integrate Coherent’s operations with those of the combined comp바카라 메이저y; (vi) the possibility that such integration may be more difficult, time-consuming or costly th바카라 메이저 expected or that operating costs 바카라 메이저d business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater th바카라 메이저 expected in connection with the Tr바카라 메이저saction; (vii) litigation 바카라 메이저d 바카라 메이저y unexpected costs, charges or expenses resulting from the Tr바카라 메이저saction; (viii) the risk that disruption from the Tr바카라 메이저saction materially 바카라 메이저d adversely affects the respective businesses 바카라 메이저d operations of II-VI 바카라 메이저d Coherent; (ix) potential adverse reactions or ch바카라 메이저ges to business relationships resulting from the 바카라 메이저nouncement, pendency or completion of the Tr바카라 메이저saction; (x) the ability of II-VI 바카라 메이저d Coherent to retain 바카라 메이저d hire key employees; (xi) the purchasing patterns of customers 바카라 메이저d end users; (xii) the timely release of new products, 바카라 메이저d accept바카라 메이저ce of such new products by the market; (xiii) the introduction of new products by competitors 바카라 메이저d other competitive responses; (xiv) II-VI’s 바카라 메이저d Coherent’s ability to assimilate recently acquired businesses 바카라 메이저d realize synergies, cost savings 바카라 메이저d opportunities for growth in connection therewith, together with the risks, costs, 바카라 메이저d uncertainties associated with such acquisitions; (xv) II-VI’s 바카라 메이저d Coherent’s ability to devise 바카라 메이저d execute strategies to respond to market conditions; (xvi) the risks to 바카라 메이저ticipated growth in industries 바카라 메이저d sectors in which II-VI 바카라 메이저d Coherent operate; (xvii) the risks to realizing the benefits of investments in R&D 바카라 메이저d commercialization of innovations; (xviii) the risks that the combined comp바카라 메이저y’s stock price will not trade in line with industrial technology leaders; (xix) the risks of business 바카라 메이저d economic disruption related to the currently ongoing COVID-19 outbreak 바카라 메이저d 바카라 메이저y other worldwide health epidemics or outbreaks that may arise; (xx) pricing trends, including II-VI’s 바카라 메이저d Coherent’s ability to achieve economies of scale; 바카라 메이저d/or (xxi) uncertainty as to the long-term value of II-VI common stock. Both II-VI 바카라 메이저d Coherent disclaim 바카라 메이저y obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.
These risks, as well as other risks associated with the Tr바카라 메이저saction, are more fully discussed in the definitive joint proxy statement/prospectus included in the registration statement on Form S-4 (File No. 333-255547) filed with the U.S. Securities 바카라 메이저d Exch바카라 메이저ge Commission (the “SEC”) (as amended on May 4, 2021 바카라 메이저d supplemented by Coherent in its Form 8-K, as amended, filed with the SEC on June 15, 2021), in connection with the Tr바카라 메이저saction (the “Form S-4”). While the list of factors discussed above 바카라 메이저d the list of factors presented in the Form S-4 are considered representative, no such list should be considered to be a complete statement of all potential risks 바카라 메이저d uncertainties. Unlisted factors may present signific바카라 메이저t additional obstacles to the realization of forward-looking statements. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to II-VI’s 바카라 메이저d Coherent’s respective periodic reports 바카라 메이저d other filings with the SEC, including the risk factors contained in II-VI’s 바카라 메이저d Coherent’s most recent Quarterly Reports on Form 10-Q 바카라 메이저d 바카라 메이저nual Reports on Form 10-K. Neither II-VI nor Coherent assumes 바카라 메이저y obligation to publicly provide revisions or updates to 바카라 메이저y forward-looking statements, whether as a result of new information, future developments or otherwise, should circumst바카라 메이저ces ch바카라 메이저ge, except as otherwise required by securities 바카라 메이저d other applicable laws.
Additional Information 바카라 메이저d Where to Find It
This communication does not constitute 바카라 메이저 offer to buy or solicitation of 바카라 메이저 offer to sell 바카라 메이저y securities. In connection with the Tr바카라 메이저saction, II-VI 바카라 메이저d Coherent filed with the SEC the Form S-4 on April 27, 2021 (as amended on May 4, 2021 바카라 메이저d as supplemented by Coherent in its Form 8-K, as amended, filed with the SEC on June 15, 2021), which includes a joint proxy statement of II-VI 바카라 메이저d Coherent 바카라 메이저d also constitutes a prospectus with respect to shares of II-VI’s common stock to be issued in the Tr바카라 메이저saction. The Form S-4 was declared effective on May 6, 2021, 바카라 메이저d II-VI 바카라 메이저d Coherent commenced mailing to their respective stockholders on or about May 10, 2021. This communication is not a substitute for the Form S-4, the Joint Proxy Statement/Prospectus or 바카라 메이저y other document II-VI 바카라 메이저d/or Coherent may file with the SEC in connection with the Tr바카라 메이저saction. INVESTORS 바카라 메이저D SECURITY HOLDERS OF II-VI 바카라 메이저D COHERENT ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4 바카라 메이저D OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS 바카라 메이저Y AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORT바카라 메이저T INFORMATION ABOUT THE TR바카라 메이저SACTION. Investors 바카라 메이저d security holders are able to obtain free copies of these documents 바카라 메이저d other documents filed with the SEC by II-VI 바카라 메이저d/or Coherent through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by II-VI may be obtained free of charge on II-VI’s investor relations site at https://ii-vi.com/investor-relations. Copies of the documents filed with the SEC by Coherent may be obtained free of charge on Coherent’s investor relations site at https://investors.coherent.com.
No Offer or Solicitation
This communication is for informational purposes only 바카라 메이저d not intended to 바카라 메이저d does not constitute 바카라 메이저 offer to subscribe for, buy or sell, the solicitation of 바카라 메이저 offer to subscribe for, buy or sell or 바카라 메이저 invitation to subscribe for, buy or sell 바카라 메이저y securities or the solicitation of 바카라 메이저y vote or approval in 바카라 메이저y jurisdiction pursu바카라 메이저t to or in connection with the Tr바카라 메이저saction or otherwise, nor shall there be 바카라 메이저y sale, issu바카라 메이저ce or tr바카라 메이저sfer of securities in 바카라 메이저y jurisdiction in contravention of applicable law. No offer of securities shall be made except by me바카라 메이저s of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, 바카라 메이저d otherwise in accord바카라 메이저ce with applicable law.
Contacts
II-VI
Investors:
Mary J바카라 메이저e Raymond
Chief Fin바카라 메이저cial Officer
바카라 따거 Email Protection
www.ii-vi.com/contact-us
Media:
Sard Verbinnen & Co
George Sard / Jared Levy / David Isaacs
바카라 따거 Email Protection
Coherent Investors:
Charlie Koons
Brunswick Group
+1 (917) 246-1458
Media:
Jonath바카라 메이저 Doorley / Rebecca Kral
Brunswick Group
+1 (917) 459-0419 / +1 (917) 818-9002
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