Following the recent, lengthy bidding war, II-VI Incorporated is to acquire Coherent for approximately $7.01bn.
Due to the terms of a merger agreement previously signed with Lumentum, Coherent will now be required to pay a $217.6m termination fee to the firm.
'In making its determination, the Coherent board of directors evaluated the comparative benefits and risks of the II-VI and Lumentum proposals, including the near-term and long-term financial opportunities and risks presented by each proposal, the potential synergies available through a combination with each company, and the complementary businesses of each company,' Coherent said in a statement.
Commenting on the accepted proposal, II-VI CEO Dr Vincent Mattera Jr said: 'We are pleased to have reached an agreement with Coherent to create a global leader in photonic solutions, compound semiconductors and laser technology and systems. Together, we will have significant opportunities to accelerate our growth through complementary technology platforms, strengthen our competitiveness by using our combined scale across the value chain, benefit from deeper market intelligence and expertise, and further diversify our businesses by end market and geography. Moreover, the combination of II-VI and Coherent will increase our collective exposure to irreversible megatrends for decades to come. We are excited to welcome the talented Coherent team to II-VI and look forward to working together to deliver significant value to all stakeholders, including both companies’ shareholders, customers, employees, and business partners.'
In an announcement, Lumentum noted: 'Coherent's board of directors chose to accept an offer that is inferior in overall value and cash consideration. Using the closing prices as of 24 March 2021, Lumentum's offer had a value of $283.12 [per Coherent share] while the value of II–VI Incorporated's offer was $281.21.'
The Coherent bidding war:
19 January: Coherent accepts a $5.7bn acquisition offer from Lumentum
Coherent stockholders would receive $100.00 per share in cash and 1.1851 shares of Lumentum common stock for each Coherent share they own.
8 February: Coherent receives a $6bn acquisition offer from MKS Instruments
Each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock.
12 February: Coherent receives a $6.4bn acquisition offer from II-VI
Each share of Coherent common stock would be exchanged for $130.00 in cash and 1.3055 shares of II-VI common stock.
8 March: Coherent determines that a revised $6.5bn offer from II-VI is superior to two revised offers from Lumentum and a revised offer from MKS Instruments
Each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0981 shares of II-VI common stock.
Under one of Lumentum’s revised proposals, each share of Coherent common stock would be exchanged for $175.00 in cash and 1.0109 shares of Lumentum common stock, coupled with a significantly high termination fee as a condition to accepting competing acquisition proposals. Under the other revised Lumentum proposal, each share of Coherent common stock would be exchanged for $170.00 in cash and 1.0109 shares of Lumentum common stock, coupled with a meaningfully high termination fee as a condition to accepting competing acquisition proposals.
Under the terms of MKS’ revised proposal, each share of Coherent common stock would be exchanged for $135.00 in cash and 0.7516 of a share of MKS common stock.
9 March: Coherent signs a revised $6.6bn merger agreement with Lumentum
Each share of Coherent common stock would be exchanged for $175 in cash and 1.0109 shares of Lumentum common stock. A $217.6m termination fee would be payable to Lumentum should Coherent accept a competing offer.
Each share of Coherent common stock would be exchanged for $195 in cash and 1.0 shares of II-VI common stock.
17 March: Coherent receives a revised $6.9bn acquisition offer from Lumentum
Each share of Coherent common stock would be exchanged for $220 in cash and 0.61 of a share of Lumentum common stock.
18 March: Coherent receives a revised $7.01bn acquisition offer from II-VI
Each share of Coherent common stock would be exchanged for $220 in cash and 0.91 of a share of II-VI common stock.
Coherent notifies Lumentum that it intends to terminate their merger agreement unless Coherent receives a revised acquisition proposal from Lumentum by 11:59pm Pacific Time on 22 March. Coherent would be required to pay the $217.6m termination fee to Lumentum if it accepts the II-VI agreement.
22 March: Coherent receives a revised $7.03bn acquisition offer from Lumentum
Each share of Coherent common stock would be exchanged for $230 in cash and 0.6724 of a share of Lumentum common stock.
24 March: II-VI maintains $7.01bn proposal
II-VI informs Coherent that it will maintain it's current proposal, made on 17 March, which would expire at Noon Pacific Time on Thursday 25 March.
25 March: Coherent accepts II-VI's proposal
Each share of Coherent common stock will be exchanged for $220 in cash and 0.91 of a share of II-VI common stock at the completion of the transaction, which is expected to close in the fourth quarter of this year.
