Business Combinations

3 Months Ended

Jan. 02, 2021

Business Combinations [Abstract]

Business Combinations

BUSINESS COMBINATIONS

Merger Agreement

On January 18, 2021, Coherent, Lumentum Holdings Inc. ("Lumentum"), Cheetah Acquisition Sub, Inc., a wholly owned subsidiary of Lumentum ("Merger Sub I"), and Cheetah Acquisition Sub LLC, a wholly owned subsidiary of Lumentum ("Merger Sub II"), entered into an Agreement and Plan of Merger (the "Lumentum Merger Agreement").

Pursuant to the terms of the Lumentum Merger Agreement, the acquisition of Coherent will be accomplished through a merger of Merger Sub I with and into Coherent (the "First Merger"), with Coherent surviving the First Merger, followed by a merger of Coherent with and into Merger Sub II, with Merger Sub II continuing as the surviving entity.

Pursuant to the terms of the Lumentum Merger Agreement, and subject to the terms and conditions set forth therein, at the effective time of the First Merger (the "Effective Time"), each share of the common stock of Coherent (the "Coherent Common Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares of Coherent Common Stock owned by Lumentum, Coherent, or any direct or indirect wholly owned subsidiary of Lumentum or Coherent or (y) shares of Coherent Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case immediately prior to the Effective Time), will be cancelled and extinguished and automatically converted into the right to receive the following consideration:

(A) $100.00 in cash, without interest, plus

(B) 1.1851 validly issued, fully paid and non-assessable shares of the common stock of Lumentum, par value $0.001 per share.

The completion of Coherent's acquisition by Lumentum is subject to customary closing conditions, including the approval of both parties' stockholders and regulatory approvals.

On February 4, 2021, MKS Instruments, Inc. ("MKS") made an unsolicited proposal to acquire Coherent in a cash and stock transaction. Under the terms of MKS' 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, subject to customary closing conditions, including receipt of U.S. and foreign antitrust approvals and stockholder approvals. Coherent's board of directors is evaluating MKS' proposal and has not made a determination as to whether it is superior to the Lumentum transaction under the terms of the Lumentum Merger Agreement. After consulting with its financial and legal advisors, however, Coherent's board of directors has determined that MKS' proposal could lead to a transaction that is superior to its pending transaction with Lumentum and, accordingly, Coherent has determined to engage in discussions with MKS to further evaluate the comparative benefits and risks of MKS' proposed transaction relative to Coherent's pending transaction with Lumentum, including the near and long term financial opportunities of each transaction, the expected completion timing of each transaction, and the closing risks associated with each transaction.

Pending acquisition

On July 31, 2020, we reached an agreement to purchase Electro-optics Technology, Inc. ("EOT"), a highly specialized U.S.-based components company, which we expect will enable us to vertically integrate and improve the performance of our directed energy amplifier technology. We expect the acquisition to close in the second or third quarter of fiscal 2021, after receiving all regulatory approvals.