Item 8.01. Other Events.
On June 28, 2022, II-VI Incorporated ("II-VI" or the "Company") and Coherent,
Inc. ("Coherent") announced that the Company has obtained antitrust clearance
from the People's Republic of China's State Administration for Market Regulation
(SAMR) for the Company's previously announced pending acquisition of Coherent
pursuant to the terms of the Agreement and Plan of Merger, dated as of March 25,
2021 (the "Merger Agreement"), by and among the Company, Watson Merger Sub Inc.
and Coherent. The Company expects the closing of its acquisition of Coherent
pursuant to the Merger Agreement to occur on or about July 1, 2022. A copy of
the joint press release is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated June 28, 2022.
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 conditions to the completion of the Company's
pending business combination transaction with Coherent (the "Transaction") 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; (iv) 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;
(v) 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;
(vi) 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; (vii) 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; (viii) litigation and any unexpected costs,
charges or expenses resulting from the Transaction; (ix) the risk that
disruption from the Transaction materially and adversely affects the respective
businesses and operations of the Company and Coherent; (x) potential adverse
reactions or changes to business relationships resulting from the announcement,
pendency or completion of the Transaction; (xi) the ability of the Company to
retain and hire key employees; (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 assimilate
recently acquired businesses, and realize synergies, cost savings, and
opportunities for growth in connection therewith,
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together with the risks, costs, and uncertainties associated with such
acquisitions; (xvi) the Company's ability to devise and execute strategies to
respond to market conditions; (xvii) the risks to realizing the benefits of
investments in R&D and commercialization of innovations; (xviii) the risks that
the Company's stock price will not trade in line with industrial technology
leaders; and (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. 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.
These risks, as well as other risks associated with the Transaction, are more
fully discussed in the joint proxy statement/prospectus included in the
registration statement on Form S-4 (File No. 333-255547) filed with the
Securities and Exchange Commission ("SEC") 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. Neither the Company 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 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 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.
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