Item 8.01. Other Events.
On May 3, 2022, Coherent, Inc. and II-VI Incorporated issued a joint press
release. The joint press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Forward-Looking Statements
This communication contains forward-looking statements relating to future events
and expectations that are based on certain assumptions and contingencies. The
forward-looking statements are made pursuant 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 and uncertainties, which could cause
actual results, performance, or trends to differ materially from those expressed
in the forward-looking statements herein or in previous disclosures.
II-VI and Coherent believe that all forward-looking statements made in this
communication have a reasonable basis, but there can be no assurance 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 and global economic conditions, factors that could cause actual results
to differ materially from those discussed in the forward-looking statements in
this communication include, but are not limited to: (i) the failure of any one
or more of the assumptions stated above to prove to be correct; (ii) the
conditions to the completion of the pending transaction between II-VI and
Coherent (the "Transaction"), including the receipt of any required regulatory
approvals, and the remaining equity investment by Bain Capital, LP, and the
risks that those conditions will not be satisfied in a timely manner or at all;
(iii) the occurrence of any event, change or other circumstances that could give
rise to an amendment or termination of the merger agreement relating to the
Transaction; (iv) II-VI's ability to finance the Transaction, the substantial
indebtedness II-VI expects to incur in connection with the Transaction and the
need to generate sufficient cash flows to service and repay such debt; (v) the
possibility that the combined company may be unable to achieve expected
synergies, operating efficiencies and other benefits within the expected
time-frames or at all and to successfully integrate Coherent's operations with
those of the combined company; (vi) the possibility that such integration may be
more difficult, time-consuming or costly than expected or that operating costs
and business disruption (including, without limitation, disruptions in
relationships with employees, customers or suppliers) may be greater than
expected in connection with the Transaction; (vii) litigation and any unexpected
costs, charges or expenses resulting from the Transaction; (viii) the risk that
disruption from the Transaction materially and adversely affects the respective
businesses and operations of II-VI and Coherent; (ix) potential adverse
reactions or changes to business relationships resulting from the announcement,
pendency or completion of the Transaction; (x) the ability of II-VI and Coherent
to retain and hire key employees; (xi) the purchasing patterns of customers and
end users; (xii) the timely release of new products, and acceptance of such new
products by the market; (xiii) the introduction of new products by competitors
and other competitive responses; (xiv) II-VI's and Coherent's ability to
assimilate recently acquired businesses and realize synergies, cost savings and
opportunities for growth in connection therewith, together with the risks,
costs, and uncertainties associated with such acquisitions; (xv) II-VI's and
Coherent's ability to devise and execute strategies to respond to market
conditions; (xvi) the risks to anticipated growth in industries and sectors in
which II-VI and Coherent operate; (xvii) the risks to realizing the benefits of
investments in R&D and commercialization of innovations; (xviii) the risks that
the combined company's stock price will not trade in line with industrial
technology leaders; (xix) the risks of business and economic disruption related
to the currently ongoing COVID-19 outbreak and any other worldwide health
epidemics or outbreaks that may arise; (xx) pricing trends, including II-VI's
and Coherent's ability to achieve economies of scale; and/or (xxi) uncertainty
as to the long-term value of II-VI common stock. Both II-VI and Coherent
disclaim any 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 Transaction, 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 and Exchange Commission (the "SEC") (as amended on May 4, 2021 and
supplemented by Coherent in its Form 8-K, as amended, filed with the SEC on
June 15, 2021), in connection with the Transaction (the "Form S-4"). While the
list of factors discussed above and 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 and uncertainties. Unlisted factors
may present significant 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 and Coherent's respective
periodic reports and other filings with the SEC, including the risk factors
contained in II-VI's and Coherent's most recent Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K. Neither II-VI nor Coherent assumes any
obligation to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. In connection with the Transaction, II-VI and
Coherent filed with the SEC the Form S-4 on April 27, 2021 (as amended on May 4,
2021 and 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 and
Coherent and also constitutes a prospectus with respect to shares of II-VI's
common stock to be issued in the Transaction. The Form S-4 was declared
effective on May 6, 2021, and II-VI and 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 any other
document II-VI and/or Coherent may file with the SEC in connection with the
Transaction. INVESTORS AND SECURITY HOLDERS OF II-VI AND COHERENT ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4 AND OTHER DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. Investors and security holders are able to obtain free copies of
these documents and other documents filed with the SEC by II-VI and/or Coherent
through the website maintained by the SEC at www.sec.gov. 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. 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.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and
does not constitute an offer to subscribe for, buy or sell, the solicitation of
an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or
sell any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the Transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance with applicable
law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Joint Press Release, dated May 3, 2022
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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