425 1 d109782d425.htm 425 425

Filed by II-VI Incorporated

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Coherent, Inc.

Commission File No.: 001-33962

Date: March 12, 2021


Slide 1

II-VI Offer to Acquire Coherent March 12, 2021


Slide 2

Forward-looking Statements This press release contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures.   The Company believes that all forward-looking statements made by it in this release have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. 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) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the outcome of any discussions between the Company and Coherent with respect to a possible transaction, including the possibility that the parties will not enter into a definitive agreement for a transaction; (iii) the conditions to the completion of any transaction with Coherent, including the receipt of any required stockholder and regulatory approvals, and the risks that those conditions will not be satisfied in a timely manner or at all; (iv) the Company’s ability to finance the proposed transaction with Coherent, the substantial indebtedness the Company expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; (v) the possibility that the Company may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Coherent’s operations with those of the Company; (vi) the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the proposed transaction; (vii) litigation and any unexpected costs, charges or expenses resulting from the possible transaction; (viii) the risk that disruption from a transaction materially and adversely affects the respective businesses and operations of the Company and Coherent, (ix) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the transaction, (x) the ability of the Company to retain and hire key employees; (xi) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and additional risk factors that may be identified from time to time in future filings of the Company; (xii) the purchasing patterns of customers and end-users; (xiii) the timely release of new products, and acceptance of such new products by the market; (xiv) the introduction of new products by competitors and other competitive responses; (xv) the Company’s ability to integrate recently acquired businesses and realize synergies, cost savings and opportunities for growth in connection therewith, together with the risks, costs and uncertainties associated with such acquisitions and integration efforts; (xvi) the Company’s ability to devise and execute strategies to respond to market conditions; and (xvii) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics or outbreaks that may arise. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.


Slide 3

No Offer or Solicitation This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Additional Information and Where to Find It This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that II-VI has made for a business combination transaction with Coherent. In furtherance of this proposal and subject to future developments, II-VI (and, if a negotiated transaction is agreed to, Coherent) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document II-VI and/or Coherent may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF II-VI AND COHERENT ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND/OR OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of II-VI and/or Coherent, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by II-VI through the web site maintained by the SEC at www.sec.gov, and by visiting II-VI’s investor relations site at https://ii-vi.com/investor-relations/. Participants in the Solicitation This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, II-VI and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about II-VI’s executive officers and directors in II-VI’s proxy statement for its 2020 annual meeting, which was filed with the SEC on September 29, 2020 and in II-VI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on August 26, 2020. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC's website www.sec.gov, and by visiting II-VI’s investor relations site at https://ii-vi.com/investor-relations/.


Slide 4

Transaction Overview Offer Details Coherent stockholders to receive $195.00 per share in cash and 1.0 II-VI common share for each Coherent share At closing, Coherent stockholders to own 19.0% of the common shares of combined company Greatest certainty of closing, with least competitive business overlap and recent experience navigating regulatory review process Projected Synergies & Financial Impact $250 million of run-rate cost synergies expected to be realized within 36 months of close Anticipated to be accretive to non-GAAP EPS in the second year following closing Financing Fully committed debt financing from JP Morgan Equity financing commitment from Bain Capital of $1.5 billion Balance sheet cash Governance Two Coherent directors expected to join Board of combined company Senior Bain Capital executive expected to join Board of combined company Approvals & Expected Closing Approval by Coherent and II-VI stockholders Regulatory approvals and customary closing conditions Closing of transaction anticipated by year-end 2021


Slide 5

Summary of Strategic Rationale Sales synergies by utilizing Coherent’s global service infrastructure Greater exposure to megatrends from larger operational scale Deeper market intelligence from complementary business models Higher growth and margins through complementary technology platforms Sustained growth from increased diversification Improved competitiveness from greater scale across the value chain


Slide 6

A Transformative Combination Creates a global leader in photonic solutions, compound semiconductors, and laser technology & systems With greater exposure to irreversible megatrends A GLOBAL LEADER IN: Optoelectronics for communications, 3D sensing, and industrial lasers Engineered materials for industrial lasers, aerospace, semiconductor capital equipment, and life sciences Wide bandgap compound semiconductors for electric vehicles and 5G base stations A GLOBAL LEADER IN: OEM laser sources for microelectronics and display manufacturing; for life sciences, metrology, and defense Industrial laser solutions for precision manufacturing: welding, drilling, marking Cloud Services 5G 3D Sensing AR/VR Electric Vehicles Design-Driven Manufacturing Aerospace & Defense Life Sciences $25B Combined Available Market


Slide 7

24% 27% 4% $1.2B Semiconductor Capital Equipment Aerospace Life Sciences Materials Processing 45% $2.9B Communications Mat. Proc. Cons. Aero. SCE LS 68% 10% 9% 6% 4% 3% $4.1B Communications Semi. Cap. Equip. Materials Proc. Life Sci. Aero Cons. 48% 16% 6% 9% 15% 6% Diversification of revenue by end-market and geography Better immunity to market cycles Sustains strategic investments in new technology platforms Sustainable Growth Through Diversification II-VI revenue of $2.9B: LTM ending December 31, 2020; Coherent revenue of $1.2B: LTM ending January 2, 2021 Fuels long-term growth


Slide 8

Greater Scale Drives Growth and Margin Expansion Greater scale reduces cost, enhancing competitiveness Complementary technology platforms open exciting new opportunities Laser Additive Manufacturing Life Sciences Instrumentation Aerospace & Defense Photonics Pump Modules 6-inch GaAs platform Laser Combiner Machine Tool Pump Modules 6-inch GaAs platform Laser Combiner Fiber Amplifier Optics and Filters ISO13485 Assemblies Thermal Control Lasers Components Systems Electric Vehicle and Battery Welding Pump Modules 6-inch GaAs platform Laser Processing Head Fiber Laser


Slide 9

Creates exceptionally high quality and repeatable welds over a wide range of welding tasks Electrical Vehicle and Battery Welding Source: Coherent Source: Coherent Laser processing head Ring-mode Fiber Laser Pump Modules 6-inch GaAs


Slide 10

Laser Additive Manufacturing Source: Coherent Pump Modules 6-inch GaAs Enables application-specific parts with complex geometries and with new composite materials for next-generation systems Source: Coherent Laser Combiner Machine Tools


Slide 11

Aerospace & Defense Photonics Laser Combiner 6-inch GaAs Advances the capabilities of directed energy applications Source: Coherent Source: Coherent Fiber Amplifier Pump Modules


Slide 12

Life Sciences Instrumentation Provides integrated solutions for: DNA sequencing Personalized medicine Laboratory and point-of-care diagnostics Source: Coherent Dallas, TX, U.S. Fuzhou, China Ho Chi Minh City, Vietnam ISO13485 Assemblies Lasers Thermal Control Optics and Filters


Slide 13

Service Infrastructure in Global Manufacturing Hubs Achieves sales synergies by utilizing Coherent’s global service infrastructure Increase in recurring subsystems and systems service contracts Expanded distribution of high-margin consumables Coherent’s vast service network enables:


Slide 14

Services Systems Subsystems Components Materials Value Chain Complementary Business Models Strategic Roadmaps Influence Industry Direction Brand Value Deeper market intelligence from complementary business models That will inform strategic roadmaps ahead of demand, influence industry direction, and increase brand value For deeper insight into laser industry Strong global presence at all levels of the value chain


Slide 15

Significant Value Creation Potential from Synergies Expected Synergies within 3 years Cost of Goods Sold Supply chain management – procurement Infeed – Internal supply of enabling materials and components Global supply chain function savings $150M Operating Expenses More efficient R&D with scale Development cost savings Consolidation of corporate costs Global functional model efficiencies $100M TOTAL $250M


Slide 16

Well Capitalized for Future Growth Rapid deleveraging post-closing from strong EBITDA and cash flow generation External Financing Sources Debt $4.8 billion total commitment, including unfunded revolving credit facility Convertible Preferred Equity $1.5 billion commitment from Bain Capital Coupon: 5%, 4-year payable-in-kind, cash pay option thereafter Pro Forma Leverage Total Debt $4.8 billion4.3x(1) Cash $0.5 billion Net Debt $4.3 billion3.8x(1) Target 3.0x or less gross leverage within two years post-closing (1) Reflects proforma combined LTM EBITDA and includes $250 million of cost synergies


Slide 17

Track Record of Successful Deleveraging from Finisar Acquisition


Slide 18

Track-Record of Achieving Significant Finisar Synergies Annual Run Rate* Synergies on 12/31/2020 Original Est. Synergies Within 36 Months Current Est. Synergies Within 36 Months Cost of Goods Sold Supply chain management - Procurement Infeed - Internal supply of enabling materials and components ~$65 M ~$85 M ~$130 M Research & Development More efficient R&D with scale Complementary engineering and design teams ~$45 M ~$65 M ~$70 M General & Administration Consolidation of overlapping corporate costs Optimization of operating model Sales & Marketing Savings from scale TOTAL ~$110 M ~$150 M ~$200 M *Annual Run Rate refers to total savings achieved in full 12 month period. Total estimated synergies of $150M now projected in 24 months instead of 36 months, and increasing 3-year total synergies target to $200M.


Slide 19

Summary of Strategic Rationale Greater exposure to megatrends from larger operational scale Sustained growth from increased diversification Higher growth and margins through complementary technology platforms Improved competitiveness from greater scale across the value chain Sales synergies by utilizing Coherent’s global service infrastructure Deeper market intelligence from complementary business models