19 February 2021

II-VI Incorporated Offers to Acquire Coherent for $260 per Share

II-VI Incorporated recently announced it has made an offer to acquire Coherent, Inc. Under the terms of II-VI’s proposal to Coherent’s Board of Directors, Coherent’s shareholders would receive $130.00 in cash and 1.3055 II-VI common shares for each Coherent share.

II-VI’s proposal represents a premium of 24.0% to the implied value of Coherent’s merger agreement with Lumentum, based on Lumentum’s closing share price yesterday, and a 9.8% premium to the implied value of MKS Instruments’ acquisition proposal based on MKS’ closing share price yesterday. Moreover, since II-VI has substantially less product overlap with Coherent than either Lumentum or MKS, II-VI believes there is greater certainty of closing and with less potential impact to the combined value. II-VI also expects to achieve estimated, combined run-rate synergies of $200 million annually within 36 months. II-VI anticipates the transaction to be accretive to non-GAAP EPS in the second year following closing.

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