Item 8.01. Other Events.
On June 28, 2022, Coherent, Inc. ("Coherent" or the "Company") and II-VI
Incorporated ("II-VI") announced that antitrust clearance has been obtained from
the People's Republic of China's State Administration for Market Regulation
(SAMR) for the Company's previously announced pending acquisition by II-VI
pursuant to the terms of the Agreement and Plan of Merger, dated as of March 25,
2021 (the "Merger Agreement"), by and among the Company, II-VI and Watson Merger
Sub Inc. The Company expects the closing of its acquisition by II-VI pursuant to
the Merger Agreement to occur on or about July 1, 2022. A copy of the joint
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated June 28, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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 and relate to the
Company's performance on a going-forward basis. 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.
The Company believes that all forward-looking statements made by it in this
communication have a reasonable basis, but there can be no assurance that the
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 risks
relating to forward-looking statements and other "Risk Factors" discussed in the
Company's Annual Report on Form 10-K for the fiscal year ended October 2, 2021
and additional risk factors that may be identified from time to time in future
filings of the Company; (iii) the conditions to the completion of the Company's
pending business combination transaction with II-VI (the "Transaction") and the
remaining equity investment by Bain Capital, LP in II-VI, and the risks that
those conditions will not be satisfied in a timely manner or at all; (iv) 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 Transaction;
(v) II-VI's ability to finance the Transaction, the substantial indebtedness
II-VI expects to incur in connection with the Transaction and the need to
generate sufficient cash flows to service and repay such debt; (vi) 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 the Company's operations
with those of the combined company; (vii) 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 Transaction; (viii) litigation and any
unexpected costs, charges or expenses resulting from the Transaction; (ix) the
risk that disruption from the Transaction materially and adversely affects the
respective businesses and operations of the Company and II-VI; (x) potential
adverse reactions or changes to business relationships resulting from the
announcement, pendency or completion of the Transaction; (xi) the ability of the
combined company to retain and hire key employees; (xii) the purchasing patterns
of customers and end users; (xiii) the timely release of new products, and
acceptance of such new products by the market; (xiv) the introduction of new
products by competitors and other competitive responses; (xv) the combined
company'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; (xvi) the combined company's ability to devise and execute
strategies to respond to market conditions; (xvii) the risks to realizing the
benefits of investments in R&D and commercialization of innovations; (xviii) the
risks that the combined company's stock price will not trade in line with
industrial technology leaders; and (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. The Company disclaims
any obligation to update information contained in these forward-looking
statements, whether as a result of new information, future events or
developments, or otherwise.
These risks, as well as other risks associated with the Transaction, are more
fully discussed in the joint proxy statement/prospectus included in the
registration statement on Form S-4 (File No. 333-255547) filed with the
Securities and Exchange Commission ("SEC") (as amended on May 4, 2021 and
supplemented by Coherent in its Form 8-K, as amended, filed with the SEC on June
15, 2021), in connection with the 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. Neither the Company nor II-VI 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 Transaction, Coherent and
II-VI 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 Coherent and
II-VI and also constitutes a prospectus with respect to shares of II-VI's common
stock to be issued in the Transaction. The Form S-4 was declared effective on
May 6, 2021, and Coherent and II-VI 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
Coherent and/or II-VI may file with the SEC in connection with the Transaction.
INVESTORS AND SECURITY HOLDERS OF COHERENT AND II-VI 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 TRANSACTION. Investors
and security holders are able to obtain free copies of these documents and other
documents filed with the SEC by Coherent and/or II-VI through the website
maintained by the SEC at www.sec.gov. 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. 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.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and
does not constitute an offer to subscribe for, buy or sell, the solicitation of
an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or
sell any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the Transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance with applicable
law.
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