II-VI wins Coherent bidding war

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II-VI and Coherent already collaborate in the development of turnkey automotive welding solutions. (Image: II-VI)

Following a lengthy bidding war, II-VI Incorperated is set to acquire laser manufacturer 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. 

Coherent initally accepted a $5.7bn acquisition proposal from Lumentum in January.

However, the company received subsequent bids from MKS Instruments and II-VI in early February, igniting a bidding war between the three firms. 

II-VI's winning bid was made on 17 March, and on 24 March the firm chose to stick with this bid, despite Lumentum putting forward a revised $7.03bn proposal on 22 March.

Coherent today announced that its board of directors has determined, after consultation with its financial and legal advisors, that II-VI's 17 March proposal continues to be a 'Company Superior Proposal'.

'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.'

Related: II-VI and Coherent collaborate to develop turnkey automotive welding solutions

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 $175.00 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.

12 March: Coherent determines that a newly revised $6.8 billion offer from II-VI is superior to Lumentum’s offer

Each share of Coherent common stock would be exchanged for $195 in cash and 1.0 shares of II-VI common stock. 

17 MarchCoherent receives a revised $6.9bn acquisition offer from Lumentum and a revised $7.01bn acquisition offer from II-VI

Under the Lumentum proposal, each share of Coherent common stock would be exchanged for $220 in cash and 0.61 of a share of Lumentum common stock.

Under the II-VI proposal, 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 determines the II-VI offer to be superior and notifes Lumentum that it intends to terminate their merger agreement unless it 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 2021.

Coherent will pay Lumentum a termination fee of $217.6m.

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