8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Jun 28, 2022)

Filed June 28, 2022For Securities:COHR

Summary

On June 28, 2022, II-VI Incorporated (now Coherent Corp.) announced it received antitrust clearance from China's State Administration for Market Regulation (SAMR) for its pending acquisition of Coherent, Inc. This marks a significant step towards the closing of the transaction, which is expected to occur on or about July 1, 2022. The clearance from SAMR addresses a key regulatory hurdle, paving the way for the completion of the merger that was originally agreed upon in March 2021. Investors should note that while this is a major development, the filing also reiterates numerous risk factors associated with the transaction, including financing the deal, potential integration challenges, expected synergies, and general market and economic conditions. The company has also provided extensive disclaimers regarding forward-looking statements, urging investors to consult detailed risk factors in prior SEC filings, particularly the Form S-4 registration statement.

Key Highlights

  • 1II-VI Incorporated has received antitrust clearance from China's SAMR for its acquisition of Coherent, Inc.
  • 2The closing of the acquisition is anticipated to occur on or about July 1, 2022.
  • 3The SAMR clearance removes a significant regulatory obstacle for the transaction.
  • 4The merger agreement was originally signed on March 25, 2021.
  • 5The filing includes standard cautionary statements and references to extensive risk factors detailed in previous filings, particularly the Form S-4.
  • 6Investors are directed to consult the Form S-4 for comprehensive information regarding the transaction and associated risks.

Frequently Asked Questions

This Form 8-K filing announces that II-VI Incorporated has received antitrust clearance from China's SAMR for its pending acquisition of Coherent, Inc., and provides an expected closing date for the transaction.

The company expects the closing of its acquisition of Coherent, Inc. to occur on or about July 1, 2022.

The filing reiterates numerous risks, including financing the transaction, potential difficulties in integrating Coherent's operations, achieving expected synergies, and general market and economic conditions. It also emphasizes that the risks discussed are not exhaustive and directs investors to more detailed risk factors in prior filings like the Form S-4.

Investors are urged to read the joint proxy statement/prospectus and the Form S-4 registration statement, along with any amendments or supplements, filed with the SEC. These documents, available on the SEC's website, contain important information about the transaction and associated risks.