8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Jan 19, 2016)

Filed January 19, 2016For Securities:COHR

Summary

II-VI Incorporated (now Coherent Corp.) announced on January 19, 2016, that it has entered into definitive agreements to acquire two companies, EpiWorks, Inc. and ANADIGICS, Inc., in separate transactions. The acquisition of EpiWorks, a leader in epitaxial growth of compound semiconductor wafers, is valued at approximately $43 million in cash, plus potential earn-out payments. The acquisition of ANADIGICS, a provider of RF solutions and a 6-inch gallium arsenide wafer foundry, will be executed through a tender offer at $0.66 per share, totaling approximately $61 million. These strategic moves are expected to significantly expand II-VI's capabilities and market reach in compound semiconductors and RF solutions.

Key Highlights

  • 1II-VI Incorporated is acquiring EpiWorks, Inc. for approximately $43 million in cash, with potential additional earn-out payments.
  • 2II-VI Incorporated is acquiring ANADIGICS, Inc. through a tender offer at $0.66 per share, for a total consideration of approximately $61 million.
  • 3EpiWorks specializes in epitaxial growth of compound semiconductor wafers for electronic and photonic devices.
  • 4ANADIGICS provides RF solutions for CATV, small-cell, WiFi, and cellular markets, and operates a 6-inch gallium arsenide wafer foundry.
  • 5The EpiWorks acquisition requires shareholder approval, with 83% of voting shares committed to support the deal.
  • 6The ANADIGICS acquisition involves a tender offer for all outstanding common stock.
  • 7Both acquisitions are expected to close within approximately 60 days of their respective agreement dates.

Frequently Asked Questions

These acquisitions are expected to enhance II-VI Incorporated's position in the compound semiconductor market. The acquisition of EpiWorks strengthens its epitaxial growth capabilities, while the acquisition of ANADIGICS adds RF solutions and a valuable gallium arsenide wafer foundry, potentially expanding its offerings in wireless communications and other high-growth sectors.

The aggregate cash consideration for the EpiWorks acquisition is approximately $43 million, with up to an additional $6 million in potential earn-out payments. The ANADIGICS acquisition is valued at approximately $61 million in cash.

The EpiWorks acquisition is subject to the approval of EpiWorks' shareholders. The ANADIGICS acquisition is subject to customary conditions, including the successful tender of a majority of the outstanding common stock in the tender offer. Both are expected to close within about 60 days.

Yes, the press release attached to this 8-K also includes updated revenue and EPS guidance for II-VI Incorporated's second fiscal quarter ended December 31, 2015.