Item 8.01. Other Events.
II-VI Incorporated ("II-VI") was notified on August 25, 2021 that its pending
merger with Coherent, Inc. ("Coherent") received unconditional clearance by the
Federal Cartel Office in Germany. The remaining competition clearances are in
the People's Republic of China and South Korea. As previously noted, the parties
believe that the merger will close during the first calendar quarter of 2022.
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
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. 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 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 research and development 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.
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These risks, as well as other risks associated with the proposed transaction,
are more fully discussed in the definitive joint proxy statement/prospectus (the
"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"), 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 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 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 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 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://investors.coherent.com.
No Offer or Solicitation
This communication 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.
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