MKS Instruments Makes Superior Offer to Acquire Coherent - Seite 3

To further help you appreciate the high level of deal certainty that we offer, we have included with this letter a proposed merger agreement which is substantially identical to the terms of your announced merger agreement with Lumentum, with only those changes necessary to reflect the terms of our proposal, and a financing commitment letter from Barclays Capital, our lead financing source, covering the full amount of cash required for this transaction. We would intend to complete confirmatory due diligence within 10 days of your making available to us the same non-public information that was made available to Lumentum and to sign and announce a transaction shortly thereafter.

We strongly believe that the combination of Coherent and MKS represents a more logical and compelling equity story for both parties’ shareholders and customers and we look forward to working with you to realize the potential upside. Based on the rationale I have presented, I sincerely hope we are able to bring our two companies together with this transaction.

The proposal set forth in this letter supersedes any and all prior proposals made by MKS to Coherent and/or discussions between the parties.

If you have any questions about this proposal or require clarification, please feel free to contact me at either [REDACTED] or [REDACTED] or Mike Murray of Lazard at either [REDACTED] or [REDACTED].

Best regards,

/s/ John T.C. Lee

John T.C. Lee
President and Chief Executive Officer

Attachments

cc: Mike Murray, Lazard

About MKS Instruments
MKS Instruments, Inc. is a global provider of instruments, systems, subsystems and process control solutions that measure, monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process performance and productivity for our customers. Our products are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery, vacuum technology, lasers, photonics, optics, precision motion control, vibration control and laser-based manufacturing systems solutions. We also provide services relating to the maintenance and repair of our products, installation services and training. Our primary served markets include semiconductor, industrial technologies, life and health sciences, research and defense. Additional information can be found at www.mksinst.com.