8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Mar 12, 2019)

Filed March 12, 2019For Securities:COHR

Summary

This 8-K filing by COHERENT CORP. (COHR), acting as II-VI Incorporated (II-VI) in this context, primarily announces the settlement of eight lawsuits filed by alleged Finisar Corporation (Finisar) stockholders challenging the proposed merger between Finisar and Mutation Merger Sub Inc., a wholly owned subsidiary of II-VI. The settlements, formalized on March 8 and March 11, 2019, were entered into to avoid the costs, risks, and uncertainties of litigation and to enable both II-VI and Finisar shareholders to vote on the merger proposals. Additionally, II-VI settled a putative class action complaint filed by a shareholder regarding the same merger. The company, along with Finisar, will be sending a letter to their respective shareholders detailing these settlements and providing supplemental disclosures to the previously filed joint proxy statement/prospectus. This move is intended to clear any potential roadblocks to the merger, ensuring that shareholder approval can proceed without further legal impediments.

Key Highlights

  • 1Settlement of eight lawsuits filed by alleged Finisar stockholders challenging the proposed merger with II-VI.
  • 2Settlement of a separate class action lawsuit filed by an II-VI shareholder concerning the merger.
  • 3Settlements were motivated by a desire to avoid litigation costs, risks, and uncertainties.
  • 4The primary goal of the settlements is to allow shareholders of both II-VI and Finisar to vote on the merger proposals.
  • 5II-VI and Finisar will issue a joint letter to shareholders detailing the settlements and providing supplemental disclosures.
  • 6Supplemental disclosures will be added to the definitive joint proxy statement/prospectus filed on Form S-4.
  • 7The filing indicates the intention to proceed with the merger by resolving shareholder litigation.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that II-VI Incorporated (COHR) and Finisar Corporation have settled multiple lawsuits filed by shareholders challenging their proposed merger. This settlement is intended to remove legal obstacles and allow the merger vote to proceed.

II-VI and Finisar settled the lawsuits primarily to avoid the significant costs, risks, and uncertainties associated with ongoing litigation. The settlements were also crucial to ensure that shareholders of both companies could proceed with voting on the proposals related to the merger.

The settlements are a positive development for the merger as they resolve potential delays and legal challenges. By clearing these litigation hurdles, the companies can move forward with the shareholder voting process, indicating a stronger likelihood of the merger's completion.

Yes, II-VI and Finisar will send a joint letter to their respective shareholders that describes the settlements in detail. This letter will also contain certain supplemental disclosures to the existing joint proxy statement/prospectus, providing shareholders with updated information relevant to their voting decisions.