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© Finisar Business | November 23, 2018

II-VI to acquire Finisar – a new powerhouse on the horizon

II-VI Incorporated, a provider of engineered materials and optoelectronic components, has entered into a definitive merger agreement with Finisar Corporation; under which II-VI will acquire the optical communications company in a USD 3.2 billion deal.
The merger agreement – which has already been unanimously approved by the Boards of Directors of both companies – states that Finisar’s stockholders will receive USD 15.60 per share in cash and 0.2218x shares of II-VI common stock. The transaction values Finisar at USD 26.00 per share, or USD 3.2 billion in equity value. Once completed, Finisar shareholders would own approximately 31% of the combined company, a press release reads.

The combination of II-VI and Finisar would unite two strong players in the field and form a formidable photonics and compound semiconductor company capable of serving a set of fast growing markets such as communications, consumer electronics, military, industrial processing lasers, automotive semiconductor equipment and life sciences. Together, II-VI and Finisar will employ over 24’000 associates in 70 locations worldwide upon closing of the transaction.

“Disruptive megatrends driven by innovative uses of lasers and other engineered materials present huge growth opportunities for both of our companies,” says Dr. Vincent D. Mattera, Jr., President and CEO, II-VI Incorporated, in the release. “In communications, materials processing, consumer electronics and automotive, we expect that the combination with Finisar will allow us to leverage our combined technology and intellectual property in InP, GaAs, SiC, GaN, SiP and diamond to achieve faster time to market, cost and scale. Together, we believe that we will be better strategically positioned to play a strong leadership role in the emerging markets of 5G, 3D sensing, cloud computing, electric and autonomous vehicles, and advanced microelectronics manufacturing.”

“The combination of our state-of-the-art technology platforms, deep customer relationships, great assets and amazing talent will enhance our ability to hit market windows that won’t stay open for long,” adds Michael Hurlston, Finisar’s CEO. “This combination will accelerate our collective growth and will take advantage of the technology, products and manufacturing expertise that Finisar has uniquely developed over the course of its 30 year history.”

On a pro forma basis, the combined company had approximately USD 2.5 billion of annual revenue. The combined base of talent, technology and manufacturing is expected to enhance the ability to better address near-to medium-term opportunities and accelerate revenue growth.

The transaction is expected to close in the middle of calendar year 2019, subject to approval by each company’s shareholders, antitrust regulatory approvals and other customary closing conditions.

When all is said and done, Dr. Mattera will continue to serve as President and CEO of the combined company. In addition, in connection with the closing of the transaction, three Finisar board members will be appointed to the II-VI Board, which will be expanded to 11 directors.
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December 13 2018 1:08 pm V11.10.14-1