Coherent Confirms Receipt Of Proposal From MKS Instruments

(RTTNews) - Coherent Inc. (COHR) said that it has received an unsolicited acquisition proposal from MKS Instruments Inc. (MKSI) to acquire Coherent in a cash and stock transaction.

As per the terms of proposal, each share of Coherent common stock would be exchanged for $115.00 in cash and 0.7473 of a share of MKS common stock at the completion of the transaction.

On January 19, 2021, Coherent said that it had reached a merger agreement with Lumentum Holdings Inc. (LITE) by which Lumentum agreed to acquire Coherent and each share of Coherent common stock would be exchanged for $100.00 in cash and 1.1851 shares of Lumentum common stock.

Coherent said Monday that its board is evaluating MKS' proposal and has not made a determination as to whether it is superior to the Lumentum transaction under the terms of Coherent's merger agreement with Lumentum.

In a separate press release, MKS Instruments confirmed it has made an offer to acquire Coherent in a cash and stock transaction. Based on the closing price of MKS stock on February 4, 2021, MKS' proposal is valued at approximately $240 per share of Coherent stock, representing a premium of approximately 16% to the implied value of Coherent's merger agreement with Lumentum.

MKS believes its proposal offers compelling strategic and financial benefits for the stockholders of both MKS and Coherent and constitutes a "Company Superior Proposal" as defined in Coherent's merger agreement with Lumentum.

Separately, Lumentum said it believes its transaction with Coherent is superior. In contrast to the proposal by MKS Instruments, the Lumentum-Coherent transaction has a clear path to regulatory approval and completion, and Lumentum remains committed to closing the transaction in the second half of the year.