ARM Purification

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23 September 2019

II-VI obtains all governmental regulatory approvals to complete Finisar acquisition

Engineered materials and optoelectronic component maker II-VI Inc of Saxonburg, PA, USA has obtained anti-trust clearance from China’s State Administration for Market Regulation (SAMR) for its acquisition (announced on 9 November) of fiber-optic communications component and subsystem maker Finisar Corp of Sunnyvale, CA, USA after agreeing to operate Finisar’s wavelength-selective switch business separately, for a period expected to be three years.

The clearance decision from SAMR satisfies the closing condition set forth in the previously announced agreement and plan of merger regarding the receipt of anti-trust approvals. II-VI expects the acquisition to close on or about 24 September.

In accordance with the merger agreement, holders of Finisar common stock and certain restricted stock units have previously been provided the opportunity to elect the form of merger consideration they wished to receive for each voting security they hold, i.e. either (i) $26 in cash (the cash consideration), (ii) 0.5546 shares of II-VI common stock (the stock consideration), or (iii) a combination of $15.60 in cash and 0.2218 II-VI shares (the mixed consideration). The deadline for that election was 15 July, and the total amount of cash and II-VI stock to be paid in total by II-VI is fixed. Holders of voting securities are deemed to have made no election if they failed to make an election, or revoked a prior election without making a new election, or if their election materials were not received in proper form by American Stock Transfer & Trust Company LLC (AST), prior to the election deadline.

Holders of voting securities who made no election, or have validly withdrawn their election, are deemed to have elected the mixed consideration. Holders who have validly made, and not previously withdrawn, an election prior to the deadline have until 5pm (New York time) on 20 September to withdraw their election if they wish to receive the mixed consideration. All other holders who have validly made an election that is not so withdrawn will receive either the cash consideration or the stock consideration they have elected, in each case prorated.

The cash consideration and stock consideration are subject to automatic proration so that the total cash consideration and the total number of shares of II-VI common stock paid to all holders as a group will not change as a result of these elections.

See related items:

II-VI and Finisar announce results of election on form of merger

II-VI’s acquisition of Finisar approved by both firms’ shareholders

II-VI to acquire Finisar for $3.2bn

Tags: Optical communications II-VI Inc Finisar

Visit: www.finisar.com

Visit: www.ii-vi.com

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