II-VI Incorporated Confirms Revised Proposal to Acquire Coherent

Coherent Board Deems II-VI Revised Proposal Superior

PITTSBURGH, March 18, 2021 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq: IIVI), a global leader in engineered materials and optoelectronic components, today confirmed that on March 17, 2021 it delivered to Coherent, Inc.’s (Nasdaq: COHR) Board of Directors a revised proposal to acquire all of the outstanding shares of Coherent common stock in a cash and stock transaction. Coherent’s Board of Directors has informed II-VI that it deems II-VI’s March 17, 2021 proposal to be superior to the March 17, 2021 revised proposal from Lumentum Holdings Inc.

Under the terms of the revised II-VI proposal, Coherent’s shareholders would receive $220.00 in cash and 0.91 of a share of II-VI common stock for each Coherent share, which implies a total per share value of $287.18 based on the 10-day volume weighted average price (VWAP) of II-VI common stock, ending March 16, 2021. II-VI continues to expect the transaction to be accretive to non-GAAP EPS in the second year following closing.

II-VI’s revised proposal includes $5.4 billion of fully committed debt financing from J.P. Morgan Securities LLC and a $1.5 billion equity investment from Bain Capital. Bain has expressed an interest in making an additional equity investment of up to $650 million on the same terms to reduce leverage. The conversion price of Bain’s entire equity investment is $85.00 per share.

The presentation detailing the terms of II-VI’s revised proposal can be viewed on the Company’s website at www.ii-vi.com/investor-relations.

Allen & Company LLC and J.P. Morgan Securities LLC are acting as II-VI’s financial advisors, and Wachtell, Lipton, Rosen & Katz and K&L Gates are serving as legal advisors.

About II-VI Incorporated

II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in communications, materials processing, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive markets. Headquartered in Saxonburg, Pennsylvania, the Company has research and development, manufacturing, sales, service, and distribution facilities worldwide. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information, please visit us at www.ii-vi.com.