공고 • Jan 21
Lumentum Holdings Inc. (NasdaqGS:LITE) entered into an agreement to acquire Coherent, Inc. (NasdaqGS:COHR) for $5.7 billion.
Lumentum Holdings Inc. (NasdaqGS:LITE) entered into an agreement to acquire Coherent, Inc. (NasdaqGS:COHR) for $5.7 billion on January 18, 2021. Lumentum will acquire Coherent in a cash and stock transaction. Under the terms of the agreement, Coherent stockholders will receive $100 per share in cash and 1.1851 shares of Lumentum common stock for each Coherent share they own, with an approximate 44%/56% cash/stock mix. At closing, Coherent stockholders will own approximately 27% percent of the combined company. Lumentum intends to finance the transaction with approximately $1,000 million of cash from the combined company balance sheets, approximately $3,178 million in Lumentum common stock, and approximately $2,100 million in new senior secured term loan facility from Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch. In case of termination of the transaction, Coherent will be required to pay Lumentum a termination fee of $217.6 million. Lumentum may be required to pay Coherent a termination fee of $337.7 million and if the merger agreement is terminated for failure to obtain antitrust approval from a Chinese governmental entity, Lumentum may be required to pay Coherent a termination fee of $279 million.
Two members of the Coherent Board will be appointed to the Lumentum Board, which will be expanded to nine directors, at the closing of the transaction. The transaction is subject to approval by Lumentum’s and Coherent’s stockholders, receipt of regulatory approvals, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, antitrust approvals in other applicable jurisdictions, including China and South Korea, the effectiveness of a registration statement on Form S-4, approval for listing of Lumentum’s shares to be issued in the transaction on Nasdaq and other customary closing conditions. The transaction is not subject to any financing condition. The transaction has been unanimously approved by the Boards of Directors of both companies. The transaction is expected to close in the second half of calendar year 2021. The transaction is expected to be accretive to the combined company’s non-GAAP earnings per share during the first full year after the close of the transaction. Deutsche Bank Securities Inc. served as the exclusive financial advisor, fairness opinion provider and sole bookrunner on the committed debt financing and Robert T. Ishii, Lisa Stimmell, John Mao, Dana Hall, Brandon Gantus, Michael Montfort, Scott Sher, Jamillia Ferris, Brendan Coffman, Myra Sutanto Shen, Barath Chari, Matt Staples, Mark Bass, Josephine Aiello LeBeau, Jeffrey Lehtman, Anne Seymour, James McCann, Martin Sul and Rich Mullen of Wilson Sonsini Goodrich & Rosati served as legal advisor to Lumentum. BofA Securities, Inc. served as exclusive financial advisor and Michael S. Ringler, Sonia K. Nijjar, Christopher Bors, Steven Sunshine, Joseph Rancour, Kristine Dunn, Leila Sayegh, Joseph Yaffe, Page Griffin, Ken Kumayama, Karen Corman, Annie Villanueva and Nathan Giesselman of Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor for Coherent.