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Optical/IP

Lumentum issues new proposal to acquire Coherent

SAN JOSE, Calif. – Lumentum Holdings today confirmed that on March 22, 2021, it delivered to Coherent’s Board of Directors a revised proposal to acquire Coherent in a cash and stock transaction.

Under the terms of the revised proposal, Coherent stockholders would receive $230.00 per share in cash and 0.6724 shares of Lumentum common stock for each Coherent share they own. Based on Lumentum's closing stock price on March 22, 2021, this equates to a consideration of $287.50 per Coherent share. To provide Coherent's Board with adequate time to evaluate the proposal, the revised proposal will remain open until 11:59 p.m. Pacific Time on Wednesday, March 24, 2021.

Lumentum's Board of Directors continues to recommend the transaction with Coherent to its stockholders.

Transaction Terms, Financing, Governance and Approvals

Lumentum intends to finance the cash portion of the transaction through a combination of cash on hand from the combined company's balance sheet, $3.25 billion in new debt financing from a fully committed Term Loan B and the previously announced $1 billion equity investment from Silver Lake.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), expired on March 3, 2021 with respect to the proposed acquisition of Coherent. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the pending transaction. The transaction is expected to close in the second half of calendar year 2021, subject to approval by Lumentum's and Coherent's stockholders, receipt of remaining regulatory approvals and other customary closing conditions.

Advisors

Deutsche Bank is serving as the exclusive financial advisor and sole bookrunner on the committed debt financing to Lumentum and Wilson Sonsini Goodrich & Rosati is serving as legal advisor.

Lumentum

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