Coherent Acquisition

12 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Coherent Acquisition

Coherent Acquisition

On July 1, 2022, the Company completed its acquisition of all of the outstanding equity interests in Coherent, Inc. (the “Merger”), a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with the Agreement and Plan of Merger dated March 25, 2021 (the “Merger Agreement”). The Merger was consummated with the goal of creating a uniquely strategic global leader capable of delivering to our customers the most attractive combination of photonic solutions, compound semiconductors, as well as laser technology and systems. The results of the Merger will be included in the Company’s consolidated operating results beginning on July 1, 2022.

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, each share of common stock of Coherent, par value $0.01 per share (the “Coherent Common Stock”), issued and outstanding immediately prior to July 1, 2022, was canceled and extinguished and automatically converted into the right to receive $220.00 in cash and 0.91 of a share of II-VI Common Stock. In order to complete the funding of the Merger, the Company had a net cash outflow of $2.1 billion on July 1, 2022. Estimated expenses, comprised of success-based transaction costs and estimated severance costs relating to the consummation of the Merger are approximately $87 million and will be recognized as expense in the Condensed Consolidated Statement of Earnings for the first quarter of fiscal year 2023. A total of 23 million shares were issued in conjunction with the closing of the Merger. Estimated Merger consideration is approximately $7.1 billion, including replacement equity awards attributable to pre-combination service for certain Coherent restricted stock units.

The Company will account for the acquisition as a business combination and will recognize the assets acquired and liabilities assumed at their fair values as of July 1, 2022. A significant portion of the purchase price is expected to be allocated to intangible assets and goodwill. Due to the timing of the Merger being after our fiscal year-end, and the amount of assets acquired and liabilities assumed, our initial accounting is incomplete and therefore we have not provided the other disclosures set forth in ASC 805, Business Combinations. Such information will be disclosed in our condensed consolidated financial statements for the fiscal quarter ending September 30, 2022. The calculation of estimated expenses and estimated Merger consideration set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to 12 months from the acquisition date. Any such revisions or changes may be material.

The expenses associated with the Merger for the year ended June 30, 2022, have not been allocated to an operating segment, and are presented in the Unallocated and Other in Note 14. Segment and Geographic Reporting. The total expense for the years ended June 30, 2022 and 2021 was $36 million and $27 million, respectively and is recorded in SG&A in our Consolidated Statement of Earnings (Loss).