Item 8.01. Other Events.
On May 12, 2021, II-VI Incorporated ("II-VI") and Coherent, Inc. ("Coherent")
issued a joint press release announcing an update with respect to their
previously announced merger. A copy of the 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 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.
II-VI and Coherent believe that all forward-looking statements made in this
document have a reasonable basis, but there can be no assurance that
management's 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 proposed transaction
between II-VI and Coherent, and the remaining equity investment by an affiliate
of Bain Capital, LP, including the receipt of any required shareholder and
regulatory approvals, 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 proposed transaction, including the receipt by either
party of an unsolicited proposal from a third party; (iv) II-VI's ability to
finance the proposed transaction, the substantial indebtedness II-VI expects to
incur in connection with the proposed 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
proposed transaction; (vii) litigation and any unexpected costs, charges or
expenses resulting from the proposed transaction; (viii) the risk that
disruption from the proposed 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 proposed 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 proposed 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
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with the U.S. Securities and Exchange Commission (the "SEC"), and thereafter
amended, in connection with the proposed 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 proposed transaction, II-VI
and Coherent filed with the SEC the Form S-4 on April 21, 2021 (as amended on
May 4, 2021), that includes a joint proxy statement of II-VI and Coherent and
that also constitutes a prospectus with respect to shares of II-VI's common
stock to be issued in the proposed 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 definitive joint proxy statement/prospectus or
any other document II-VI and/or Coherent may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF II-VI AND
COHERENT ARE URGED TO READ THE DEFINITIVE 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 PROPOSED 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 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://investor.coherent.com.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Participants in the Solicitation
This communication is neither a solicitation of a proxy nor a substitute for any
proxy statement or other filings that may be made with the SEC (including the
definitive joint proxy statement/prospectus and Form S-4). Nonetheless, II-VI,
Coherent and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about II-VI's executive officers and directors
and their ownership of II-VI common stock can be found in II-VI's proxy
statement for its 2020 annual meeting, which was filed with the SEC on
September 29, 2020 and in II-VI's Annual Report on Form 10-K for the fiscal year
ended June 30, 2020, which was filed with the SEC on August 26, 2020.
Information about Coherent's executive officers and directors and their
ownership of Coherent common stock can be found in Coherent's proxy statement
for its 2021 annual meeting, which was filed with the SEC on March 19, 2021 and
in Coherent's Annual Report on Form 10-K for the fiscal year ended October 3,
2020, which was filed with the SEC on December 1, 2020 (and amended on
February 1, 2021). Additional information regarding the interests of such
potential participants is included the definitive joint proxy
statement/prospectus and relevant other documents to be filed with the SEC when
such other documents become available. These documents may be obtained free of
charge from the SEC's website, II-VI or Coherent using the sources indicated
above.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated May 12, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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