8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Nov 13, 2018)

Filed November 13, 2018For Securities:COHR

Summary

This 8-K filing by II-VI Incorporated (COHR) on November 13, 2018, primarily serves to disclose that the company may use investor presentation materials (Exhibit 99.1) starting on that date. These materials are related to the previously announced proposed transaction with Finisar Corporation. The filing extensively details forward-looking statements and associated risks, emphasizing that actual results could differ materially due to various factors including regulatory approvals, integration challenges, market conditions, and potential litigation surrounding the merger. Investors should note that this filing does not constitute an offer to sell or a solicitation of an offer to buy any securities. It directs stakeholders to upcoming filings, specifically the Form S-4 registration statement which will contain a joint proxy statement/prospectus. This document will provide crucial details for both II-VI and Finisar shareholders regarding the proposed transaction, and investors are strongly advised to review it thoroughly once available. The company is also providing information on where to access these filings on the SEC's website and their respective corporate websites.

Key Highlights

  • 1II-VI Incorporated (COHR) disclosed potential use of investor presentation materials ('Investor Presentation November 2018') starting November 13, 2018.
  • 2These materials are in connection with investor presentations regarding the proposed transaction with Finisar Corporation.
  • 3The filing contains extensive 'forward-looking statements' and associated risk factors that could impact the consummation and benefits of the Finisar merger.
  • 4Key risks include the ability to secure regulatory approvals, integration challenges, potential litigation, and market/economic uncertainties.
  • 5The document clarifies that it is not an offer to sell or solicit an offer to buy securities.
  • 6Investors are directed to an upcoming Form S-4 filing, which will include a joint proxy statement/prospectus, for detailed information about the transaction.
  • 7Information on how to access SEC filings and company investor relations websites is provided.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors that II-VI Incorporated (COHR) may use specific investor presentation materials starting November 13, 2018. These materials are related to the proposed acquisition of Finisar Corporation and contain important forward-looking statements and risk disclosures.

While the presentation materials themselves are filed as Exhibit 99.1, the 8-K filing heavily emphasizes the 'forward-looking statements' within these materials. These statements address expected future business and financial performance, but are subject to significant risks and uncertainties that could cause actual results to differ from projections. The filing also lists numerous specific risks associated with the Finisar transaction.

More comprehensive information will be available in the registration statement on Form S-4 that II-VI and Finisar will file with the SEC. This filing will include a joint proxy statement/prospectus, which investors are urged to read carefully once it becomes available. Copies of these filings can be accessed through the SEC's website and the investor relations sections of II-VI's and Finisar's websites.

No, this filing does not confirm the completion of the Finisar acquisition. It indicates that II-VI may be using presentation materials related to the proposed transaction and reiterates the risks and uncertainties involved in its consummation, including the need for regulatory approvals and shareholder votes.