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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 3, 2022
Period End
May 2, 2022
Security
COHR
In the record · 2016–202610-K1110-Q338-K195

COHR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 195 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’17Aug ’17
  2. Deal closed8-K · Sep ’19Sep ’19
  3. Leadership change8-K · Jul ’21Jul ’21
  4. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed May 3, 2022. Cited figures are marked; the original filing is the authoritative source.

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.

02—Key points

Key Highlights

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

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    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.

  2. What does the refiling of the HSR Act notification mean for the merger 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.

  3. Are there any other major regulatory hurdles remaining for the acquisition?

    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).

  4. When do Coherent and II-VI expect the merger to close?

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

04—Continue

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