II-VI Incorporated Provides Detail on Proposed Equity Investment from Bain Capital

PITTSBURGH, March 16, 2021 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq: IIVI), a global leader in engineered materials and optoelectronic components, today provided additional information on the terms of Bain Capital’s proposed equity investment in the Company.

Under the terms of the proposed investment, the Company will enter into an investment agreement with funds affiliated with Bain Capital (the “Investor” and the agreement, the “Investment Agreement”), pursuant to which the Investor will purchase:

• 75,000 shares of new Series B-1 Convertible Preferred Stock of the Company (“Series B-1 Convertible Preferred Stock”), for an aggregate purchase price of $750,000,000;
• an additional 75,000 shares of new Series B-2 Convertible Preferred Stock of the Company (“Series B-2 Convertible Preferred Stock”), for an aggregate purchase price of $750,000,000 upon the potential closing of the Company’s previously disclosed proposal to acquire Coherent, Inc. (Nasdaq: COHR); and
• if elected by the Company and agreed by the Investor, up to an additional 50,000 shares of new Series B-3 Convertible Preferred Stock of the Company (“Series B-3 Convertible Preferred Stock”) for an aggregate purchase price of $500,000,000 (assuming 50,000 shares are elected), at the time the Investor purchases the Series B-2 Convertible Preferred Stock. The Series B-1 Convertible Preferred Stock, the Series B-2 Convertible Preferred Stock, and the Series B-3 Convertible Preferred Stock are referred to collectively as the “Series B Convertible Preferred Stock.”
  

Assuming the merger with Coherent is completed, the Investor’s shares of Series B Convertible Preferred Stock are expected to have a weighted average initial conversion price of $93.58 per share of II-VI common stock. The initial conversion price per share of II-VI common stock is expected to be (i) $85.00, for the Series B-1 Convertible Preferred Stock; (ii) $104.09, for the Series B-2 Convertible Preferred Stock; and (iii) $93.58, for the Series B-3 Convertible Preferred Stock. The conversion prices will be subject to customary adjustment for certain events relating to the capital stock of the Company. The Investor will be obligated to purchase the Series B-1 Convertible Preferred Stock regardless of whether the Company completes the acquisition of Coherent.