25 March 2021
II-VI maintains current offer for Coherent superior to Lumentum’s
Engineered materials and optoelectronic component maker II-VI Inc of Saxonburg, PA, USA has notified Coherent Inc of Santa Clara, CA (which provides lasers and laser-based technology for scientific, commercial and industrial applications) that it is maintaining its current proposal of 17 March to acquire the firm, which will expire at Noon Pacific Time on 25 March.
Under the terms of the II-VI proposal, Coherent’s shareholders would receive $220 in cash and 0.91 of a share of II-VI common stock for each Coherent share, equating to $287.18 per share (about $7.2bn in total), based on the 10-day volume weighted average price (VWAP) of II-VI common stock for the period ending 16 March (the day prior to the date II-VI submitted its current proposal).
II-VI believes that its proposal would create significant value for the shareholders of both companies and remains superior to the latest proposal of 22 March from Lumentum Holdings Inc of San Jose, CA (which designs and makes photonic products for optical networks and lasers in industrial and consumer markets), which equates to $287.50 per Coherent share, or just over $7.2bn in total).
Lumentum initially (on 18 January) offered $100 per share in cash and 1.1851 shares of Lumentum common stock for each Coherent share (valuing Coherent at $5.7bn), leading to a merger agreement. However, after II-VI on 8 March made an offer equating to $260 per Coherent share (worth $6.5bn in total – deemed a ‘Company Superior Proposal’ under the terms of Coherent’s merger agreement with Lumentum), on 10 March Lumentum agreed an amended merger with Coherent, offering $261.62 per Coherent share ($6.6bn). On 12 March, II-VI made a further ‘superior’ offer equating to $272.68 per Coherent share ($6.8bn). On 17 March, Lumentum raised its offer to $220 per share in cash and 0.6100 shares of Lumentum common stock for each Coherent share (equating to $275 per Coherent share, or $6.9bn in total). II-VI then responded with its existing offer of $287.18 per Coherent share ($7.2bn).