8-KOther Events

COHERENT CORP. 8-K Report, Corporate Update (Jun 21, 2021)

Filed June 21, 2021For Securities:COHR

Summary

This 8-K filing by Coherent Corp. (COHR) provides supplemental disclosures related to the previously announced merger agreement with II-VI Incorporated. The primary purpose of this filing is to update and clarify information previously provided in the joint proxy statement/prospectus, particularly concerning the financial analyses performed by BofA Securities and Credit Suisse. These updates include details on discounted cash flow analyses for both Coherent and II-VI, as well as a pro forma analysis of the combined company's potential value. Investors should note that the filing reiterates that financial measures included in forecasts provided to financial advisors for business combination transactions are generally excluded from non-GAAP financial measure rules, meaning reconciliations to GAAP are not provided for these specific projections. The core of this filing revolves around the financial advisory work for the merger. It details the methodologies and findings of BofA Securities' discounted cash flow analysis for Coherent, yielding an implied per share equity value range of $104.75 - $196.25, which contrasts with the per share price implied by the merger consideration. Similarly, II-VI's analysis by BofA Securities resulted in an implied per share equity value range of $99.00 - $182.50. The filing also includes information on other factors considered by the advisors, such as trading ranges and equity research analyst price targets for both companies. Notably, the pro forma analysis suggests a significant increase in implied per share equity value for Coherent stockholders following the merger, ranging from $286.75 to $367.75.

Key Highlights

  • 1The filing provides supplemental disclosures to the joint proxy statement/prospectus concerning the merger between Coherent and II-VI Incorporated.
  • 2Details are provided on BofA Securities' discounted cash flow analysis for Coherent, resulting in an implied per share equity value range of $104.75 - $196.25.
  • 3BofA Securities' discounted cash flow analysis for II-VI yielded an implied per share equity value range of $99.00 - $182.50.
  • 4A pro forma analysis suggests a combined equity value per share for Coherent stockholders in the range of $286.75 - $367.75.
  • 5The filing reiterates that financial forecasts provided to financial advisors for the merger are not subject to standard non-GAAP reconciliation requirements.
  • 6Information on other factors considered by financial advisors, including trading ranges and analyst price targets for both companies, is updated.
  • 7The filing addresses the fees payable to BofA Securities for its services, with a significant portion contingent on the merger's completion.

Frequently Asked Questions

This 8-K filing serves to provide supplemental disclosures regarding the proposed merger between Coherent Corp. and II-VI Incorporated. It updates and clarifies financial analyses, particularly those conducted by BofA Securities and Credit Suisse, and details the methodologies and results of discounted cash flow and pro forma analyses.

BofA Securities' discounted cash flow analysis indicated an implied per share equity value reference range for Coherent of $104.75 - $196.25. For II-VI, the implied per share equity value range was $99.00 - $182.50.

The pro forma analysis suggests a significant increase in the implied per share equity value for Coherent stockholders, with a reference range of $286.75 - $367.75, reflecting their assumed ownership in the combined company.

The filing explains that financial measures included in forecasts provided to a financial advisor for use in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures. Therefore, they are not subject to SEC rules that would otherwise require a reconciliation to GAAP financial measures.