8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Dec 3, 2018)

Filed December 3, 2018For Securities:COHR

Summary

This 8-K filing by II-VI Incorporated (COHR) announces the upcoming presentation of management at investor conferences, with accompanying presentation materials attached as Exhibit 99.1. The primary focus of these materials is the ongoing proposed transaction with Finisar Corporation. The filing emphasizes that the presentation should be considered in the context of other SEC filings and public announcements, and that II-VI undertakes no obligation to update the information. Investors should be aware that the presentation includes forward-looking statements subject to significant risks and uncertainties, particularly related to the successful completion of the Finisar acquisition. The filing provides extensive details on the risks and uncertainties associated with the proposed transaction, including regulatory approvals, potential litigation, impacts on business relationships and stock prices, integration challenges, and broader economic and legal factors. It also clarifies that this communication is not an offer to sell securities and directs investors to forthcoming filings, including a Form S-4 registration statement containing a joint proxy statement/prospectus, for more comprehensive information. Investors are strongly urged to read these future documents carefully once available.

Key Highlights

  • 1II-VI Incorporated is presenting at upcoming investor conferences, with presentation materials attached as Exhibit 99.1.
  • 2The investor presentation materials are incorporated by reference and intended for consideration alongside other SEC filings.
  • 3The filing heavily emphasizes forward-looking statements related to the proposed acquisition of Finisar Corporation.
  • 4Significant risks and uncertainties are detailed regarding the consummation and benefits of the Finisar transaction.
  • 5Potential challenges include regulatory hurdles, litigation, market reactions, integration complexities, and economic factors.
  • 6The company has no obligation to publicly update or revise the information in the presentation.
  • 7Investors are directed to future SEC filings, including a Form S-4 registration statement and joint proxy statement/prospectus, for detailed information on the transaction and associated risks.

Frequently Asked Questions

This 8-K filing primarily serves to attach and incorporate by reference investor presentation materials that management will use at upcoming conferences. These materials focus on the proposed acquisition of Finisar Corporation and include important forward-looking statements and risk factors related to this transaction.

The filing outlines numerous risks, including the ability to complete the transaction on anticipated terms and timing, securing regulatory approvals, potential litigation, adverse impacts on business relationships and stock prices, challenges in integrating the businesses, unforeseen liabilities, and broader economic or legal uncertainties.

Investors are urged to consult future SEC filings, specifically the registration statement on Form S-4 that will be filed by II-VI. This will include a joint proxy statement/prospectus which will contain comprehensive information about the transaction and should be read carefully once available.

The filing states that II-VI undertakes no duty or obligation to publicly update or revise the information in the attached presentation materials, although it may do so from time to time. Investors should rely on future SEC filings for updated information.