01—Abstract
Summary
Summary of the 8-K filed November 9, 2018. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing announces a significant event for II-VI Incorporated (COHR), detailing their entry into a definitive agreement to merge with Finisar Corporation.
The proposed merger will be executed through a subsidiary, Mutation Merger Sub Inc., with Finisar continuing as a wholly-owned subsidiary of II-VI Incorporated. Investors should note the transaction structure involves a mix of cash and stock consideration for Finisar shareholders, offering flexibility through cash, stock, or a mixed election.
The agreement also outlines the treatment of Finisar's outstanding stock options and restricted stock units, with provisions for conversion into II-VI common stock or cash. This merger represents a material strategic move for II-VI, aiming to expand its market position through the acquisition of Finisar, a key player in the optical communications industry.
02—Key points
Key Highlights
- II-VI Incorporated (COHR) has entered into a definitive Agreement and Plan of Merger with Finisar Corporation.
- The transaction will be structured as a merger of Finisar with a wholly-owned subsidiary of II-VI, making Finisar a subsidiary of II-VI.
- Finisar shareholders will have the option to receive $26.00 in cash, 0.5546 shares of COHR common stock, or a combination of cash and stock per share of Finisar common stock.
- The merger agreement specifies how Finisar's outstanding stock options and restricted stock units will be treated.
- Completion of the merger is subject to customary conditions, including shareholder approvals from both companies, regulatory approvals (including HSR), and SEC effectiveness of the Form S-4 registration statement.
- The agreement includes provisions for mutual termination fees of $105.2 million under certain circumstances.
- The merger is not subject to any financing condition.
03—Questions
Frequently Asked Questions
What is the main purpose of this filing for II-VI Incorporated (COHR)?
This filing officially announces II-VI Incorporated's entry into a definitive merger agreement with Finisar Corporation, providing key details about the transaction structure, terms, and conditions.
How will Finisar shareholders be compensated in this merger?
Finisar shareholders have three options for their shares: receive $26.00 in cash, receive 0.5546 shares of II-VI Incorporated common stock, or receive a combination of $15.60 in cash and 0.2218 shares of II-VI Incorporated common stock per share of Finisar common stock. These options are subject to proration as outlined in the merger agreement.
What are the key conditions required for the merger to be completed?
The merger is contingent upon several conditions, including the approval of the merger by both II-VI and Finisar shareholders, the effectiveness of the Form S-4 registration statement filed with the SEC, expiration of antitrust waiting periods (like HSR), and the absence of any prohibitive legal orders or material adverse effects on either company.
Are there any penalties if the merger agreement is terminated?
Yes, the merger agreement includes provisions for termination fees. Under specified circumstances, either II-VI or Finisar may be required to pay a termination fee of $105.2 million in cash to the other party.
04—Continue