MKS Instruments Makes Superior Offer to Acquire Coherent - Seite 2

Lazard and Barclays are acting as MKS’ financial advisors and WilmerHale LLP is serving as MKS’ legal advisor. Barclays is providing committed debt financing for the proposed transaction.

Letter to Coherent’s Board of Directors

February 4, 2021

Board of Directors
Coherent Inc.
5100 Patrick Henry Drive
Santa Clara, CA 95054

Re: Potential Combination with Coherent Inc.

To the Members of the Board:

MKS Instruments, Inc. (“MKS”) has appreciated the opportunity to discuss a combination with Coherent Inc. (“Coherent” or the “Company”) over the past 12 months. We emphatically believe that aligning the technology offerings of Coherent and MKS would create a global leader in lasers and photonics providing our customers a truly complementary portfolio which reflects both the breadth and depth of our combined resources.

Notwithstanding your decision to enter into exclusive negotiations and ultimately execute a definitive merger agreement with Lumentum before we had the opportunity to present our case for a compelling transaction for your shareholders, we remain very enthusiastic and steadfast about a combination between Coherent and MKS. As such, we are pleased to submit this proposal to acquire all the outstanding shares of Coherent common stock at a price of $240 per share, representing a transaction value of $6 billion. Our current proposal is comprised of a) $115 in cash and b) 0.7473 of a share of MKS common stock for each outstanding share of Coherent common stock reflecting a value of $125 as of today’s market close.

Not only does our proposal provide $850 million in incremental value to Coherent’s shareholders above the proposed Lumentum transaction, currently valued at $206.13 per Coherent share, and a premium of 16% to Lumentum’s proposal, we are also providing a materially larger cash component of $115 versus $100 per Coherent share in Lumentum’s offer. Our proposal clearly represents a “Company Superior Proposal” as defined in your merger agreement with Lumentum with a premium of 23% to Coherent’s closing price today and a 58% premium to January 15, 2021, the last trading day prior to the announcement of your proposed transaction with Lumentum.