II-VI Incorporated Announces Pricing of Public Offerings of Common Stock and Mandatory Convertible Preferred Stock

PITTSBURGH, July 02, 2020 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq: IIVI), a global leader in engineered materials and optoelectronic components, today announced the pricing of concurrent underwritten public offerings of (a) 9,302,235 shares of its common stock at a public offering price of $43.00 per share for gross proceeds to II-VI from the offering of approximately $400,000,000, before deducting the underwriting discounts and commissions and estimated offering expenses payable by II-VI (the “common stock offering”) and (b) 2,000,000 shares of its Series A Mandatory Convertible Preferred Stock at a public offering price of $200.00 per share for gross proceeds to II-VI from the offering of $400,000,000, before deducting the underwriting discounts and commissions and estimated offering expenses payable by II-VI (the “preferred stock offering”). In addition, II-VI has granted the underwriters a 30-day option to purchase up to an additional (a) 1,395,335 shares of its common stock at the applicable public offering price, less underwriting discounts and commissions, and (b) 300,000 shares of Series A Mandatory Convertible Preferred Stock at the applicable public offering price, less underwriting discounts and commissions and solely to cover over-allotments with respect to the preferred stock offering. Each of the common stock offering and the preferred stock offering is expected to close on or about July 7, 2020, subject to the satisfaction of customary closing conditions.

Unless earlier converted, each share of Series A Mandatory Convertible Preferred Stock will automatically convert on July 1, 2023 (subject to postponement for certain market disruption or other events) into between 3.8760 and 4.6512 shares of II-VI's common stock, subject to customary anti-dilution adjustments.

Dividends on the Series A Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by II-VI's board of directors, at an annual rate of 6% on the liquidation preference of $200.00 per share. If declared, these dividends will be payable in cash, by delivery of shares of II-VI’s common stock or through any combination of cash and shares of II-VI’s common stock, as determined by II-VI in its sole discretion, on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2020 and ending on, and including, July 1, 2023.