Coherent To Engage In Merger Talks With II-VI; Continues To Recommend Lumentum Deal

Coherent, Inc. (COHR), a provider of lasers and laser-based technology, announced Tuesday that its board of directors has planned to engage in talks with II-VI Inc. (IIVI) in response to a takeover proposal.

Coherent already has agreed to be bought by Lumentum Holdings Inc. (LITE) in a deal with $100.00 in cash and 1.1851 shares of Lumentum common stock per Coherent share.

II-VI issued an unsolicited proposal to acquire Coherent in a cash and stock transaction comprising $130.00 in cash and 1.3055 shares of II-VI common stock per each Coherent stock.

Coherent now said its board of directors has not determined whether II-VI’s acquisition proposal is superior to Coherent’s pending Lumentum transaction. However, following a preliminary analysis of II-VI’s proposal, it was determined that II-VI’s proposal could lead to a transaction that is superior to its pending transaction with Lumentum.

On February 8, Coherent said it received an unsolicited takeover proposal from MKS Instruments, Inc. (MKSI) in a cash and stock deal comprising $115.00 in cash and 0.7473 of a share of MKS common stock.

The company now said it continues to recommend Lumentum merger at this time and also continues evaluation of potential MKS transaction and discussions with MKS.

Both unsolicited acquisition proposals from II-VI and MKS were received after Coherent announced its agreement to be bought by Lumentum in mid- January.

Coherent now said its pending transaction with Lumentum and the alternative transactions proposed by II-VI and MKS are all subject to customary closing conditions, including receipt of U.S. and foreign antitrust approvals and stockholder approvals.

Bank of America is serving as financial advisor to Coherent, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.

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