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II-VI Incorporated Completes t – GuruFocus.com

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PITTSBURGH and SANTA CLARA, Calif., July 01. 28, 2022 (GLOBE NEWSWIRE) — II‐VI Incorporated (IIVI) today successfully completed the acquisition of Coherent, Inc. (COHR), forming a global leader in materials, networks and lasers.

Under the terms of the merger agreement, each common share of Coherent was converted into the right to receive $220.00 in cash and 0.91 of a II-VI common share.

Both organizations bring their own formidable strengths. The combined business will be further spread across the entire value chain, from materials to components, subsystems, systems and services. The scale of II-VI, at the levels of the value chain where expertise in materials matters, is complementary to the scale of Coherent where laser systems play. The combined company will leverage this complementary scale in ways that will truly matter to our customers in strategic markets.

“Coherent is an innovator with a rich portfolio of some of the world’s most advanced technologies that have transformed a wide range of markets,” said Dr. Vincent D. Mattera, Jr., President and CEO of II-VI. . “I would like to thank Andy Mattes for his leadership of Coherent and for enabling a very successful integration planning process.”

Dr. Mattera continued, “I am also very pleased to announce a new direction for our brand: we expect the combined company to be called Coherent. We will soon announce the launch date of our new brand identity. Although the name Coherent is strongly associated with lasers, the broader meaning of the word is “bringing things together”. It represents our diversity of thought distilled into our clarity of purpose, our unity of action and our broader sense of commitment to our mission, vision and values.

“With our foundation in materials and our unstoppable imagination, we will enable the next evolution of cloud, 3D sensing, electric vehicles, additive manufacturing, space commercialization and healthcare personalization. , to name a few. We are together on a journey into a future that will be increasingly mobile, smart and electric, accelerating the pace of innovation and enabling a stream of spectacular successes that will change the world for a long time. world around us,” he said.

The combined company will serve the four markets of industrial, communications, electronics and instrumentation, which together represent a rapidly growing total addressable market of $65 billion. All four markets are growing and offer our employees exciting opportunities to play an increasingly important role in transforming the world. The combined company’s global workforce of more than 28,000 associates across 130 locations worldwide is dedicated to the company’s enduring vision of a world transformed through innovations essential to a better life today. and sustainability for future generations.

Management and Board of Directors

II-VI will continue to be led by a proven management team that leverages the strengths of the combined company and will continue to benefit from a Board of Directors made up of seasoned executives and thought leaders from very diverse industries. various. We are also pleased to welcome Stephen A. Skaggs and Sandeep S. Vij, former directors of Coherent, to our Board.

Report segments

The combined company will be organized into three business segments. Dr. Giovanni Barbarossa will continue to serve as the company’s chief strategy officer and lead the materials segment, previously called the compound semiconductor segment. Sunny Sun will continue to lead the Networks segment, which was previously the Photonics Solutions segment. Dr. Mark Sobey, former COO and Executive Vice President of Coherent, will serve as President of our new Lasers segment.

Together, these three powerful segments will be the vanguard of our new brand promise: we will empower our customers to define the future through our breakthrough technologies. Our three segments will bring innovations that resonate strongly with our customers.

Advisors

Allen & Company LLC and JP Morgan Securities LLC are acting as financial advisors to II-VI, and Wachtell, Lipton, Rosen & Katz and K&L Gates LLP are acting as legal advisors to II-VI.

Bank of America and Credit Suisse are acting as financial advisors to Coherent, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Coherent.

About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diverse applications in communications, industrial, aerospace and defense, semiconductor capital goods, life sciences, consumer electronics and automotive. . Headquartered in Saxonburg, Pennsylvania, II-VI has research and development, manufacturing, sales, service and distribution facilities worldwide. II-VI produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information about II-VI, visit II-VI’s website at www.ii-vi.com.

Forward-looking statements
This press release contains forward-looking statements regarding future events and expectations that are based on certain assumptions and contingencies. Forward-looking statements are made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein involve risks and uncertainties, which could cause actual results, performance or trends to materially affect different. of those expressed in the forward-looking statements below or in prior disclosures.

II-VI believes that all forward-looking statements made in this press release 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 press release include, but are not limited to: (i) failure of one or more of the assumptions set forth above prove to be correct; (ii) the substantial indebtedness incurred in connection with the acquisition of Coherent (the “Transaction”) and the need to generate sufficient cash flow to service and repay such indebtedness; (iii) the possibility that the combined company may not be able to realize the expected synergies, operational efficiencies and other benefits within the expected time frame or at all and successfully integrate the operations of Coherent with those of the combined company; (iv) the possibility that such integration may be more difficult, longer or more costly than anticipated or that operating costs and disruption to business (including, without limitation, disruption of employee relations , customers or suppliers) are larger than expected in connection with the Transaction; (v) disputes and any unforeseen costs, charges or expenses resulting from the Transaction; (vi) the risk that the disruption of the Transaction materially and adversely affects the respective businesses and operations of II-VI and Coherent; (vii) potential adverse effects or changes in business relationships resulting from the Transaction; (viii) II-VI’s ability to retain and hire key employees; (ix) the buying habits of customers and end users; (x) the timely release of new products and market acceptance of such new products; (xi) the introduction of new products by competitors and other competitive responses; (xii) II-VI’s ability to assimilate recently acquired businesses and realize synergies, cost savings and growth opportunities related thereto, as well as the risks, costs and uncertainties associated with such acquisitions; (xiii) II-VI’s ability to design and execute strategies to respond to market conditions; (xiv) risks to the anticipated growth of the industries and sectors in which II-VI operates; (xv) risks relating to the realization of the benefits of investments in R&D and the commercialization of innovations; (xvi) risks that the combined company’s stock price may not trade in line with industrial technology leaders; (xvii) risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other global health epidemics or outbreaks that may occur; (xviii) pricing trends, including II-VI’s ability to achieve economies of scale; and/or (xix) uncertainty as to the long-term value of Common Shares II-VI. II-VI disclaims any obligation to update the information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.

Although the list of factors discussed above is believed to be representative, none of these lists should be taken as a complete statement of all potential risks and uncertainties. Factors not listed may present additional material impediments to the making of forward-looking statements. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please see II-VI’s and Coherent’s respective periodic reports and other filings with the SEC. including the risk factors contained in II- VI’s and Coherent’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. II-VI undertakes no obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, if circumstances change, except as applicable securities and other applicable laws require it.

contacts

II-VI
Investors:
Marie-Jeanne Raymond
Financial director
[email protected]
www.ii-vi.com/contact us
Media:
Sard Verbinnen & Co
George Sard / Jared Levy / David Isaacs
[email protected]
Consistent
Investors:
Charlie Koon
Brunswick Group
+1 (917) 246-1458
Media:
Jonathan Doorley / Rebecca Kral
Brunswick Group
+1 (917) 459-0419 / +1 (917) 818-9002

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