Coherent Confirms Receipt Of Unsolicited Proposal From MKS Instruments

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On 19 January 2021, Coherent announced that it had entered into a merger agreement with Lumentum Holdings Inc. pursuant to which Lumentum agreed to acquire Coherent

Coherent, Inc. announced that it has received an unsolicited acquisition proposal from MKS Instruments, Inc. to acquire Coherent in a cash and stock transaction. Under the terms of MKS’ proposal, each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock at the completion of the transaction, subject to customary closing conditions including receipt of U.S. and foreign antitrust approvals and stockholder approvals.

On 19 January 2021, Coherent announced that it had entered into a merger agreement with Lumentum Holdings Inc. pursuant to which Lumentum agreed to acquire Coherent and each share of Coherent common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum common stock at the completion of the transaction, subject to customary closing conditions including receipt of U.S. and foreign antitrust approvals and stockholder approvals.

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Coherent’s board of directors is evaluating MKS’ proposal and has not made a determination as to whether it is superior to the Lumentum transaction under the terms of Coherent’s merger agreement with Lumentum. After consulting with its financial and legal advisors, however, Coherent’s board of directors has determined that MKS’ proposal could lead to a transaction that is superior to its pending transaction with Lumentum.

Coherent has determined to engage in discussions with MKS to further evaluate the comparative benefits and risks of MKS’ proposed transaction relative to Coherent’s pending transaction with Lumentum, including the near and long term financial opportunities of each transaction, the expected completion timing of each transaction, and the closing risks associated with each transaction.

Notwithstanding its receipt of MKS’ proposal and pending discussions between Coherent and MKS, Coherent’s board of directors continues to recommend Coherent’s merger agreement with Lumentum to its stockholders. Coherent’s board of directors is not modifying or withdrawing its recommendation with respect to the Lumentum merger agreement and the Lumentum merger at this time, or proposing to do so, and is not making any recommendation with respect to MKS’ proposal at this time.

Meanwhile, Lumentum’s Board of Directors continues to recommend the transaction with Coherent to its stockholders.

“The combination of Lumentum and Coherent will create a leading photonics technology company and will deliver compelling strategic and financial benefits to both companies’ stakeholders,” said Alan Lowe, Lumentum President and CEO.

Lowe added, “We believe our transaction is superior. In contrast to the proposal by MKS Instruments, the Lumentum-Coherent transaction has a clear path to regulatory approval and completion, and Lumentum remains committed to closing the transaction in the second half of the year. We look forward to uniting two global industry leaders — with complementary businesses — to accelerate photonic innovation and pursue exciting new growth initiatives to the benefit of our respective customers, employees and stockholders.”

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