Item 8.01. Other Events.
A slide presentation to be used by senior management of the Company in
connection with its discussions with investors regarding the Company's financial
results for its quarter ended March 31, 2021 is included in Exhibit 99.1 to this
report and is incorporated herein by reference. The information contained in the
attached presentation is summary information that is intended to be considered
in the context of the Company's filings with the Securities and Exchange
Commission and other public announcements. The Company undertakes no duty or
obligation to publicly update or revise this information, although it may do so
from time to time.
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.
The Company believes that all forward-looking statements made in this
communication 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. Factors
that could cause actual results to differ materially from those discussed in the
forward-looking statements herein 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 its pending business
combination transaction with Coherent, Inc. (the "Transaction") and the
additional 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, including the receipt by
Coherent, Inc. ("Coherent") of an unsolicited proposal from a third party;
(iv) the Company's ability to finance the Transaction, the substantial
indebtedness the Company 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 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; (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 the Company 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 the Company to
retain and hire key employees; (xi) 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, 2020 and additional risk factors
that may be identified from time to time in future filings of the Company;
(xii) the purchasing patterns of customers and end-users; (xiii) the timely
release of new products, and acceptance of such new products by the market;
(xiv) the introduction of new products by competitors and other competitive
responses; (xv) the Company's ability to integrate 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 and integration efforts; (xvi) the Company's ability to devise and
execute strategies to respond to market conditions; (xvii) the risks to
anticipated growth in industries and sectors in which the Company and Coherent
operate; (xviii) the risks to realizing the benefits of investments in research
and development and commercialization of innovations; (xix) the risks that the
Company's stock price will not trade in line with industrial technology leaders;
and (xx) 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.
--------------------------------------------------------------------------------
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 Securities Act.
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. This communication relates to a proposal that
II-VI has made for a business combination transaction with Coherent. II-VI and
Coherent have filed relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 (File
No. 333-25547), which includes a joint proxy statement of II-VI and Coherent
that also constituted a prospectus of II-VI (the "Joint Proxy
Statement/Prospectus"). INVESTORS AND SECURITY HOLDERS OF II-VI AND COHERENT ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE
BEEN OR WILL BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when
available) will be mailed to stockholders of II-VI and/or Coherent, as
applicable. Investors and security holders will be able to obtain free copies of
these documents (if and when available) and other documents filed with the SEC
by II-VI through the web site maintained by the SEC at www.sec.gov, and by
visiting II-VI's investor relations site at
https://ii-vi.com/investor-relations/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Investor Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses