Lumentum Highlights Misleading Statements by MKS Instruments in Proposal to Acquire Coherent
Lumentum Holdings has issued a statement regarding MKS Instruments' unsolicited acquisition proposal for Coherent, asserting that the proposal is misleading and fraught with regulatory risks. Lumentum emphasizes that its agreed merger with Coherent provides a more secure path to completion, promising to tackle antitrust regulations effectively. MKS's proposal lacks necessary commitments to mitigate significant overlaps, which could lead to value loss for Coherent shareholders. The definitive agreement between Lumentum and Coherent includes a $100.00 cash payment and 1.1851 Lumentum shares per Coherent share, anticipated to finalize in the latter half of 2021.
- Lumentum's merger with Coherent promises strategic and financial benefits for shareholders.
- Lumentum is committed to a 'hell or high water' standard to secure regulatory approvals, minimizing antitrust risks.
- MKS's proposal presents significant regulatory hurdles and potential delays due to product overlaps with Coherent.
- The lack of commitment from MKS to divest overlapping products could harm Coherent's valuation and prolong the integration process.
SAN JOSE, Calif., Feb. 11, 2021 /PRNewswire/ -- Lumentum Holdings Inc. ("Lumentum") today provided additional perspective on the unsolicited acquisition proposal from MKS Instruments, Inc. (NASDAQ: MKSI) ("MKS") to acquire Coherent, Inc. (NASDAQ: COHR) ("Coherent") in a cash and stock transaction that Lumentum believes faces substantial regulatory hurdles. Lumentum stated:
We are concerned that MKS's proposal letter to Coherent, which was made public by MKS on February 8, 2021, contains misleading statements that mischaracterize its proposal to acquire Coherent. Such letter claims that the proposed merger agreement included with MKS's proposal "is substantially identical to the terms of your announced merger agreement with Lumentum, with only those changes necessary to reflect the terms of our proposal."
In fact, MKS's proposed merger agreement, which MKS has not made public, contains material deviations from the merger agreement between Lumentum and Coherent, specifically relating to the regulatory approval process and path to completion. We believe the terms of MKS's proposed merger agreement would impose significant closing risk to Coherent and its stockholders in light of the substantial antitrust impediments that MKS's proposed combination would face.
In stark contrast to MKS's proposed merger agreement, Lumentum has agreed in our Merger Agreement to undertake any and all steps and any and all regulatory remedies or commitments necessary – a "hell or high water" standard – to obtain antitrust approval in the U.S. and all other jurisdictions other than China. In China, Lumentum has agreed, among other things, to divest all of Lumentum's overlapping products. These commitments should address all concerns that could be raised by any antitrust regulator with respect to the merger contemplated by our Merger Agreement, and effectively eliminates all antitrust-related closing risk.
Notably, Lumentum and Coherent have very limited product and revenue overlaps (which Lumentum has agreed to divest, if necessary). Conversely, the proposed combination of MKS and Coherent has significant product and revenue overlaps, which are not adequately addressed in the MKS proposal and would likely result in a protracted investigation and negotiation with antitrust regulators. The only way this would be resolved is a potential divestiture remedy, which MKS has not committed to make, and ultimately, would result in a substantial loss of value for Coherent's stockholders and a significant delay of closing.
Lumentum believes that the Coherent and Lumentum merger, the terms of which have already been agreed by the parties, is superior to the deficient MKS proposal. We reiterate our commitment to the combination of Lumentum and Coherent, as we continue to believe that the combination will create compelling strategic and financial benefits to both companies' stockholders, and is in the best interests of Coherent and its stockholders.
On January 19, 2021, Lumentum and Coherent announced a definitive agreement under which Coherent stockholders will receive
Lumentum's Board of Directors continues to recommend the transaction with Coherent to its stockholders.
Deutsche Bank is serving as financial advisor, and Wilson Sonsini Goodrich & Rosati is serving as legal advisor, to Lumentum.
About Lumentum
Lumentum (NASDAQ: LITE) is a major designer and manufacturer of innovative optical and photonic products enabling optical networking and laser applications worldwide. Lumentum optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose, California with R&D, manufacturing, and sales offices worldwide. For more information, visit www.lumentum.com.
Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination involving Lumentum Holdings Inc. ("Lumentum") and Coherent, Inc. ("Coherent"). In connection with the proposed transaction, Lumentum will file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that includes the joint proxy statement of Lumentum and Coherent that will also constitute a prospectus of Lumentum. The information in the preliminary proxy statement/prospectus is not complete and may be changed. When the joint proxy statement/prospectus is finalized, it will be sent to the respective stockholders of Coherent and Lumentum seeking their approval of their respective transaction-related proposals.
Lumentum may not sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. The preliminary proxy statement/prospectus and this communication are not offers to sell Lumentum securities, are not soliciting an offer to buy Lumentum securities in any state where the offer and sale is not permitted and are not a solicitation of any vote or approval.
LUMENTUM AND COHERENT URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they are available and filed) free of charge at the SEC's website, www.sec.gov. Copies of documents filed with the SEC by Lumentum (when they become available) may be obtained free of charge on Lumentum's website at www.lumentum.com or by contacting Lumentum's Investor Relations Department at investor.relations@lumentum.com. Copies of documents filed with the SEC by Coherent (when they become available) may be obtained free of charge on Coherent's website at https://investors.coherent.com/ by contacting Coherent's Investor Relations at investor.relations@coherent.com.
Participants in the Solicitation
Each of Lumentum, Coherent and directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of the respective stockholders of Coherent and Lumentum in connection with the proposed transaction is set forth in the proxy statement/prospectus to be filed with the SEC. Additional information regarding Lumentum's executive officers and directors is included in Lumentum's definitive proxy statement, which was filed with the SEC on September 25, 2020. Additional information regarding Coherent's executive officers and directors is included in Coherent's definitive proxy statement, which was filed with the SEC on April 6, 2020. You can obtain free copies of these documents using the information in the paragraph immediately above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Coherent's and Lumentum's current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by Coherent and Lumentum, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "expect," "target," similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Coherent's and Lumentum's businesses and other conditions to the completion of the transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Coherent and Lumentum; (iii) the impact of the COVID-19 pandemic and related private and public sector measures on Coherent's business and general economic conditions; (iv) risks associated with the recovery of global and regional economies from the negative effects of the COVID-19 pandemic and related private and public sector measures; (v) Coherent's and Lumentum's ability to implement its business strategy; (vi) pricing trends, including Coherent's and Lumentum's ability to achieve economies of scale; (vii) potential litigation relating to the proposed transaction that could be instituted against Coherent, Lumentum or their respective directors; (viii) the risk that disruptions from the proposed transaction will harm Coherent's or Lumentum's business, including current plans and operations; (ix) the ability of Coherent or Lumentum to retain and hire key personnel; (x) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (xi) uncertainty as to the long-term value of Lumentum common stock; (xii) legislative, regulatory and economic developments affecting Coherent's and Lumentum's businesses; (xiii) general economic and market developments and conditions; (xiv) the evolving legal, regulatory and tax regimes under which Coherent and Lumentum operate; (xv) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Coherent's and/or Lumentum's financial performance; (xvi) restrictions during the pendency of the proposed transaction that may impact Coherent's or Lumentum's ability to pursue certain business opportunities or strategic transactions; (xvii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Coherent's and Lumentum's response to any of the aforementioned factors; (xviii) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto, and worldwide government economic policies, including trade relations between the United States and China; (xix) Coherent's ability to provide a safe working environment for members during the COVID-19 pandemic or any other public health crises, including pandemics or epidemics; and (xx) failure to receive the approval of the stockholders of Lumentum and/or Coherent. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the joint proxy statement/prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Coherent's or Lumentum's consolidated financial condition, results of operations, or liquidity. Neither Coherent nor Lumentum assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Contact Information
Investors: Jim Fanucchi, (408) 404-5400, investor.relations@lumentum.com
Media: Eric Brielmann or Kelly Sullivan, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449
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SOURCE Lumentum Holdings Inc.
FAQ
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