II-VI Incorporated (NASDAQ: IIVI) (“II-VI”) and Finisar Corporation
(NASDAQ: FNSR) (“Finisar”) jointly announced today that, in
connection with II-VI’s anticipated and pending acquisition of
Finisar (the “Merger”), the deadline for Finisar stockholders to
elect the form of merger consideration they wish to receive in the
Merger has been set for 5:00 p.m., New York time, on July 15, 2019
(the “Election Deadline”). Establishing the date of the
Election Deadline is not intended, however, to indicate the
expected timing of approval of the Merger by the State
Administration for Market Regulation of the People’s Republic of
China (“SAMR”).
To make an election, all Finisar stockholders who have not
previously made their cash, stock, or mixed consideration
elections, or who desire to revoke a prior election and make a new
election, must submit their properly completed and signed election
forms with respect to their shares, together with all required
documents and materials set forth in the election form and the
instructions thereto, to American Stock Transfer & Trust
Company, LLC (“AST”), the exchange agent for the Merger, by the
Election Deadline. Finisar stockholders who hold their shares
through a bank, broker or other nominee may be subject to an
earlier deadline and should read carefully the instructions from
their bank, broker or nominee regarding making elections for their
shares. Finisar stockholders with questions should contact
AST at (877) 248-6417 or (718) 921-8317.
In accordance with the previously announced merger agreement,
Finisar stockholders may elect to receive either $26.00 in cash
(the “Cash Election Consideration”), 0.5546 shares of common stock
of II-VI, no par value (the “II-VI Common Stock”) (the “Stock
Election Consideration”), or a combination of $15.60 in cash and
0.2218 shares of II-VI Common Stock (the “Mixed Election
Consideration”). Finisar stockholders may also choose to make
no election with respect to their shares, and will be deemed to
have made no election with respect to their shares if they fail to
make an election, revoke a prior election without making a new
election, or their election materials are not received in proper
form by AST prior to the Election Deadline, in which case such
stockholders will receive the Mixed Election Consideration.
The Cash Election Consideration and the Stock Election
Consideration are subject to automatic proration adjustment
pursuant to the terms of the merger agreement such that the
aggregate merger consideration paid to all Finisar stockholders as
a group will consist of approximately 60% cash and 40% II-VI Common
Stock (assuming a II-VI Common Stock per share price equal to the
closing price as of November 8, 2018), as further described in the
merger agreement and the joint proxy statement/prospectus provided
to Finisar stockholders and II-VI shareholders in connection with
the special meeting of Finisar stockholders and II-VI shareholders,
each of which was held on March 26, 2019.
Under the terms of the merger agreement for the Merger, the
deadline for Finisar stockholders to submit their elections is to
be 5:00 p.m., New York time, on the date which the parties to the
merger agreement agree is as near as practicable to two business
days prior to the closing date of the Merger. The Election
Deadline has been chosen by II-VI and Finisar in accordance with
the merger agreement in order to provide sufficient notice to
enable Finisar stockholders to elect their preferred form of merger
consideration, while still enabling the parties to consummate the
Merger within two business days following the satisfaction of the
various conditions to the Merger. The date selected for the
Election Deadline does not, however, in any way guarantee or
indicate that the Merger will actually close two business days
after the Election Deadline, and there can be no assurance as to
the timing or certainty of the closing of the Merger. The
date of the Election Deadline also is not intended to indicate the
expected timing of approval of the Merger by SAMR, and the parties
continue to anticipate that SAMR’s approval of the Merger will be
received mid calendar year 2019. It is possible, however,
that factors outside the control of the parties could result in
SAMR’s approval being received at a different time or not at
all. II-VI and Finisar reserve the right to set a revised
election deadline.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and
optoelectronic components, is a vertically integrated manufacturing
company that develops innovative products for diversified
applications in the industrial, optical communications, military,
life sciences, semiconductor equipment, and consumer markets.
Headquartered in Saxonburg, Pennsylvania, II-VI has research and
development, manufacturing, sales, service, and distribution
facilities worldwide. II-VI produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms, including integrated
with advanced software to support our customers. For more
information, please visit us at www.ii-vi.com.
About Finisar Corporation
Finisar Corporation is a global technology leader in optical
communications, providing components and subsystems to networking
equipment manufacturers, data center operators, telecom service
providers, consumer electronics, and automotive companies. Founded
in 1988, Finisar designs products that meet the increasing demands
for network bandwidth, data storage, and 3D sensing subsystems.
Finisar is headquartered in Sunnyvale, California, with R&D,
manufacturing sites, and sales offices worldwide. Visit our website
at www.finisar.com.
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. 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,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, 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, including the failure to consummate the proposed
transaction, or to make any filing or take other action required to
consummate such transaction in a timely matter or at all. Important
factors that may cause such a difference include, but are not
limited to: (i) the ability of II-VI and Finisar to complete the
proposed transaction on the anticipated terms and timing or at all;
(ii) the ability of the parties to satisfy the conditions to the
closing of the proposed transaction, including obtaining required
regulatory approvals; (iii) potential litigation relating to the
proposed transaction, which could be instituted against II-VI,
Finisar, or their respective directors; (iv) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transaction; (v) the triggering
of any third-party contracts containing consent and/or other
similar provisions; (vi) any negative effects of the announcement
of the transaction on the market price of Finisar’s common stock
and/or negative effects of the announcement or commencement of the
transaction on the market price of II-VI’s common stock; (vii)
uncertainty as to the long-term value of II-VI’s common stock, and
thus the value of the II-VI shares to be issued in the transaction;
(viii) any unexpected impacts from unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition and losses
on the future prospects, business and management strategies for the
management, expansion and growth of the combined company’s
operations after the consummation of the transaction, and on the
other conditions to the completion of the merger; (ix) inherent
risks, costs, and uncertainties associated with integrating the
businesses successfully and achieving all or any of the anticipated
synergies; (x) potential disruptions from the proposed transaction
that may harm II-VI’s or Finisar’s respective businesses, including
current plans and operations; (xi) the ability of II-VI and Finisar
to retain and hire key personnel; (xii) adverse legal and
regulatory developments or determinations or adverse changes in, or
interpretations of, U.S. or foreign laws, rules, or regulations,
that could delay or prevent completion of the proposed transaction
or cause the terms of the proposed transaction to be modified;
(xiii) the ability of II-VI to obtain or consummate financing or
refinancing related to the transaction upon acceptable terms or at
all; (xiv) economic uncertainty due to monetary or trade policy,
political, or other issues in the United States or internationally;
(xv) any unexpected fluctuations or weakness in the U.S. and global
economies; (xvi) changes in U.S. corporate tax laws as a result of
the Tax Cuts and Jobs Act of 2017 and any future legislation;
(xvii) foreign currency effects on II-VI’s and Finisar’s respective
businesses; (xviii) competitive developments including pricing
pressures, the level of orders that are received and can be shipped
in a quarter, changes or fluctuations in customer order patterns,
and seasonality; (xix) changes in utilization of II-VI’s or
Finisar’s manufacturing capacity and II-VI’s ability to effectively
manage and expand its production levels; (xx) disruptions in
II-VI’s business or the businesses of its customers or suppliers
due to natural disasters, terrorist activity, armed conflict, war,
worldwide oil prices and supply, public health concerns, or
disruptions in the transportation system; and (xxi) the responses
by the respective managements of II-VI and Finisar to any of the
aforementioned factors. Additional risks are described under the
heading “Risk Factors” in II-VI’s Annual Report on Form 10-K for
the year ended June 30, 2018, filed with the U.S. Securities and
Exchange Commission (the “SEC”) on August 28, 2018, and in
Finisar’s Annual Report on Form 10-K for the year ended April 28,
2019, filed with the SEC on June 14, 2019.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the joint proxy
statement/prospectus that was included in the registration
statement on Form S-4 that was filed with the SEC in connection
with the proposed transaction (the “Form S-4”). While the list of
factors discussed above is, and the list of factors to be presented
in the Form S-4 are, 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. Neither
II-VI nor Finisar 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.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy,
or sell, the solicitation of an offer to subscribe for, buy, or
sell, or an invitation to subscribe for, buy, or sell any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance, or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Additional Information and Where to Find
It
In connection with the proposed transaction between II-VI and
Finisar, II-VI and Finisar have filed, and will file, relevant
materials with the SEC, including a registration statement on Form
S-4 filed by II-VI that includes a joint proxy statement of II-VI
and Finisar that also constitutes a prospectus of II-VI, and that
definitive joint proxy statement/prospectus was mailed to
shareholders of II-VI and stockholders of Finisar on or about
February 14, 2019, and the special meeting of each of the
shareholders of II-VI and the stockholders of Finisar was held on
March 26, 2019. INVESTORS AND SECURITY HOLDERS OF II-VI AND FINISAR
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to
obtain free copies of the registration statement on Form S-4 and
the joint proxy statement/prospectus and other documents filed with
the SEC by II-VI or Finisar through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by II-VI are available free of charge within the Investor
Relations section of II-VI’s website at
https://www.ii-vi.com/investor-relations/. Copies of the documents
filed with the SEC by Finisar are available free of charge on
Finisar’s website at
http://investor.finisar.com/investor-relations.
Contact Information
|
II-VI |
Finisar |
Investor Contact |
Mary Jane RaymondChief Financial
OfficerMaryJane.Raymond@ii-vi.com |
Kurt Adzema Chief Financial
OfficerInvestor.relations@finisar.com |
Media Contact |
Mark LourieDirector of Corporate
CommunicationsMark.Lourie@ii-vi.com |
|
Finisar (NASDAQ:FNSR)
Historical Stock Chart
From Nov 2024 to Dec 2024
Finisar (NASDAQ:FNSR)
Historical Stock Chart
From Dec 2023 to Dec 2024