Coherent announced that it has received a new acquisition proposal from Lumentum Holdings. Under the terms of Lumentum’s new proposal, each share of Coherent common stock would be exchanged for $220.00 in cash and 0.61 of a share of Lumentum common stock at the completion of the transaction. The transaction would be subject to approval by Coherent’s and Lumentum’s stockholders, receipt of regulatory approvals in China and South Korea and other customary closing conditions. The waiting period under the Hart-Scott-Rodino Antitrust Improvement Act in the U.S. that was applicable to Lumentum’s proposed acquisition of Coherent has already expired.
On March 10, 2021, Coherent and Lumentum announced that they had entered into an amended and restated merger agreement pursuant to which Lumentum would acquire Coherent in a cash and stock transaction where each share of Coherent common stock would be exchanged for $175.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction. On March 11, 2021, Coherent announced that it had received an unsolicited acquisition proposal from II-VI in which each share of Coherent common stock would receive $195.00 in cash and 1.0 share of II-VI common stock at the completion of the transaction, which the Coherent board of directors determined to be a “Company Superior Proposal” under the terms of Coherent’s merger agreement with Lumentum.
Consistent with its fiduciary duties and in consultation with its financial and legal advisors, Coherent’s board of directors will carefully review Lumentum’s new proposal in comparison to II-VI’s March 11, 2021 acquisition proposal. There can be no assurances that Coherent will accept Lumentum’s new proposal and enter into a revised merger agreement with Lumentum on the proposed terms or instead determine that II-VI’s March 11, 2021 acquisition proposal continues to be a “Company Superior Proposal” under Coherent’s existing merger agreement with Lumentum notwithstanding Lumentum’s new proposal.
Bank of America and Credit Suisse are serving as financial advisors to Coherent, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.
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