Certain funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) entered into an agreement to acquire Tenneco Inc. (NYSE:TEN) from The Vanguard Group, Inc., Fuller & Thaler Asset Management, Inc., BlackRock, Inc. (NYSE:BLK) and others for $1.8 billion on February 22, 2022. Tenneco shareholder will receive $20 for each share held. The Apollo Funds have committed to provide equity financing of $1.65 billion in the aggregate to finance a portion of the consideration. As a part of merger, by and among Tenneco, Pegasus Holdings III, LLC, a Delaware limited liability company (“ Parent ”), and Pegasus Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which among other things, and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Tenneco, with Tenneco surviving as a wholly owned subsidiary of Parent (the “ Merger ”). Until the closing, the Company will continue to operate as an independent company. Certain financial institutions have agreed to provide to Apollo committed debt financing of $6 billion in the aggregate, a portion of which will be used to finance a portion of the consideration. Upon completion of the transaction, Tenneco's shares will no longer trade on the New York Stock Exchange, and Tenneco will become a private company. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. In case of termination of the transaction, Tenneco would be required to pay Apollo a termination fee of $54 million (approximately 3% of transaction equity value). In case of termination of the transaction under certain circumstances, Apollo would be required to pay Tenneco a termination fee of $108 million (approximately 6% of transaction equity value). Board member Jane L. Warner announced her retirement. On July 7, 2022, Brian J. Kesseler, the Chief Executive Officer of Tenneco, confirmed that, subject to and effective only upon consummation of the Merger, Kesseler intends to depart as Tenneco's Chief Executive Officer. Apollo advised Tenneco that it intend to appoint Jim Voss as Tenneco's Chief Executive Officer effective upon the consummation of the Merger and Kesseler's departure.

The transaction is subject to customary closing conditions, including approval by Tenneco shareholders; receipt of regulatory approvals; and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction is not subject to a financing condition. The transaction has been unanimously approved by the Tenneco Board of Directors. As on June 7, 2022, Tenneco Shareholders approved the transaction. As of July 7, 2022, all conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived except for the conditions pertaining to the antitrust and competition laws of the European Union, Japan and Mexico. As of October 25, 2022, the Japan Fair Trade Commission issued its approval of the Merger under the applicable provisions of the Anti-Monopoly Act of Japan. On October 28, 2022, the European Commission issued its approval of the Merger under the applicable provisions of the EU merger regulations i.e. all conditions to closing with respect to antitrust and/or foreign direct investment laws under Tenneco's merger agreement with certain affiliates of Apollo Global Management, Inc. have been satisfied or waived in accordance with the terms and conditions of the merger agreement. The transaction is expected to close in the second half of 2022. As of October 28, 2022, the transaction is expected to consummate in mid-November 2022.

Mark McMaster, Mohit Kohli and Marek Hyl of Lazard serving as financial advisors and fairness opinion providers to Tenneco with a service fee of $37 million and $5 million respectively and Bradley Faris, Max Schleusener, Mark Gerstein, Jeffrey Tochner, Jeffrey Anderson, Jennifer Pepin, Joel Mack, Joshua Marnitz, Michael Green, Diana Doyle, Rene de Vera, Héctor Armengod and Jana Dammann de Chapto of Latham & Watkins LLP acting as legal counsels. J.P. Morgan Securities LLC acted as financial advisor to Tenneco Inc. Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. Andrew J. Nussbaum, Karessa L. Cain, Kimberly A. Rubin, Andrea K. Wahlquist and Sasha Deborah L. Paul of Wachtell, Lipton, Rosen & Katz LLP and Brian Kim, Gregory Ezring and Brian Janson of Paul, Weiss, Rifkind, Wharton & Garrison LLP and O'Melveny & Myers LLP are serving as counsels to the Apollo Funds. BofA led on the financing along with Citi. Both were legally advised by William Miller and Brian Kelleher at Cahill Gordon & Reindel LLP. Innisfree M&A acted as the information agent to Tenneco and will receive a fee of $0.05 million for its services.

II-VI Incorporated (NasdaqGS:IIVI) completed the acquisition of Coherent, Inc. (NasdaqGS:COHR) on July 1, 2022. As of September 8, 2022, we will transition to our new name, Coherent Corp., launch our new brand, and begin trading with a new ticker symbol (Nasdaq: COHR), signaling an exciting new era for the Company and all our employees, investors, and other stakeholders. As a result of the deal, each of Jay T. Flatley, Pamela Fletcher, Andreas W. Mattes, Beverly Kay Matthews, Michael R. McMullen, Garry W. Rogerson, Steve Skaggs and Sandeep Vij, ceased to be Directors of Coherent. Andreas W. Mattes Chief Executive Officer of Coherent, Inc. has been appointed to the Cohu Board of Directors, effective November 1, 2022. Mr. Mattes will also serve on the Compensation Committee. American Stock Transfer & Trust Company, LLC acted as transfer agent to II-VI Incorporated.