8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (May 3, 2022)

Filed May 3, 2022For Securities:COHR

Summary

This 8-K filing from Coherent Corp. (COHR) on May 3, 2022, provides an update on the pending acquisition of Coherent, Inc. by II-VI Incorporated. The key development is that II-VI refiled its Premerger Notification with the U.S. Federal Trade Commission and Department of Justice under the Hart-Scott-Rodino (HSR) Act. This action restarts the HSR waiting period, which is now set to expire on June 1, 2022, unless extended by regulatory requests for more information or early termination is granted. Additionally, the filing reiterates that the merger's completion is contingent on antitrust clearance from China's State Administration for Market Regulation (SAMR). Both companies currently anticipate the transaction closing before the end of the second calendar quarter of 2022 (June 30, 2022). The report also includes a press release and extensively discusses forward-looking statements and associated risks, emphasizing that actual results could differ materially due to various factors, including regulatory approvals, financing, integration challenges, and market conditions.

Key Highlights

  • 1II-VI Incorporated refiled its HSR Act Notification with the FTC and DOJ, restarting the antitrust review period in the U.S.
  • 2The HSR waiting period is set to expire on June 1, 2022, subject to early termination or requests for additional information.
  • 3Antitrust clearance from China's SAMR remains a condition for closing the acquisition.
  • 4The companies maintain their expectation to close the merger before the end of the current calendar quarter (June 30, 2022).
  • 5The filing incorporates a joint press release and details numerous risks and uncertainties associated with the transaction, as discussed in prior filings.
  • 6Investors are urged to review the Form S-4 and related filings for comprehensive details on the transaction and its risks.

Frequently Asked Questions

This filing primarily serves to update investors on the status of the pending acquisition of Coherent, Inc. by II-VI Incorporated, specifically concerning antitrust regulatory progress in the United States and reaffirming the expected closing timeline.

The refiling of the HSR notification restarts the U.S. antitrust review waiting period. While the new expiration date is June 1, 2022, it could be extended if regulators request more information or shortened if early termination is granted. This suggests ongoing regulatory engagement.

Yes, in addition to U.S. antitrust clearance, the merger is also subject to receiving antitrust clearance from China's State Administration for Market Regulation (SAMR).

Both companies currently anticipate that the merger will be consummated prior to the end of the current calendar quarter, which is June 30, 2022.