Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited Pro Forma Condensed Combined Balance Sheet of the Company and Coherent as of March 31, 2022 and the unaudited Pro Forma Condensed Combined Statements of Earnings (Loss) of the Company and Coherent for the year ended June 30, 2021 and the nine months ended March 31, 2022, and the related notes thereto, are filed as Exhibit 99.1 hereto.

(d) Exhibits




99.1      Unaudited Pro Forma Condensed Combined Balance Sheet of II-VI
        Incorporated and Coherent, Inc. as of March 31, 2022 and the Unaudited Pro
        Forma Condensed Combined Statements of Earnings (Loss) of II-VI
        Incorporated and Coherent, Inc. for the year ended June 30, 2021 and the
        nine months ended March 31, 2022, and the related notes thereto.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).


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 and relate to the Company's performance on a going-forward basis. The forward-looking statements in this communication 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.



The Company believes that all forward-looking statements made by it 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 risks
relating to forward-looking statements and other "Risk Factors" discussed in the
Company's Annual Report on Form
10-K
for the fiscal year ended June 30, 2021 and additional risk factors that may be
identified from time to time in future filings of the Company; (iii) the
substantial indebtedness the Company has incurred in connection with the
Company's business combination transaction with Coherent (the "Transaction") and
the need to generate sufficient cash flows to service and repay such debt;
(iv) the possibility that the 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 Company; (v) 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; (vi) litigation and any unexpected

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costs, charges or expenses resulting from the Transaction; (vii) the risk that disruption from the Transaction materially and adversely affects the respective businesses and operations of the Company and Coherent; (viii) potential adverse reactions or changes to business relationships resulting from the completion of the Transaction; (ix) the ability of the Company to retain and hire key employees; (x) the purchasing patterns of customers and end users; (xi) the timely release of new products, and acceptance of such new products by the market; (xii) the introduction of new products by competitors and other competitive responses; (xiii) the Company'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; (xiv) the Company's ability to devise and execute strategies to respond to market conditions; (xv) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xvi) the risks that the Company's stock price will not trade in line with industrial technology leaders; and (xvii) 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. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.

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