The fight for Coherent Inc. isn’t over

Coherent announces that, in consultation with its financial and legal advisors, its board of directs have unanimously determined that a revised acquisition proposal from II-VI Incorporated constitutes a “superior proposal” and therefore nullifies the pending merger agreement with Lumentum. Under the terms revised proposal from II-VI, Coherent’s shareholders would receive USD 170.00 in cash and 1.0981 II-VI common shares for each Coherent share, which implies a total enterprise value of USD 6.5 billion and total per share consideration of USD 260.00 based. Coherent states that it has notifed Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised proposal from Lumentum by March 11, 2021 that the board determines to be at least as favorable to Coherent’s stockholders from a financial point of view as II-VI’s revised proposal. Prior to making its determination regarding II-VI’s revised proposal, Coherent received revised proposals from Lumentum and a revised proposal from MKS Instruments. Under the terms of one of Lumentum’s revised proposals, each share of Coherent common stock would be exchanged for USD 175.00 in cash and 1.0109 shares of Lumentum common stock at the completion of the transaction, coupled with a significantly higher termination fee as a condition to accepting competing acquisition proposals. Under the terms of MKS’ revised proposal, each share of Coherent common stock would be exchanged for USD 135.00 in cash and 0.7516 of a share of MKS common stock. “We are pleased that Coherent’s Board has deemed our offer a Company Superior Proposal and we stand ready to execute a merger agreement in the coming days,” says Dr. Vincent D. Mattera, Jr., Chief Executive Officer of II-VI, in a press release “Together, II-VI and Coherent will leverage our combined technology platforms for a broad range of laser-enabled end markets, while fulfilling our vision of a world transformed through innovations vital to a better life today and sustainability of future generations. In particular, the combination will allow us to accelerate our growth by offering compelling integrated laser solutions for electric vehicle production lines, laser additive manufacturing, aerospace & defense, and life sciences.”