Item 8.01. Other Events.
On May 21, 2019,
II-VI
Incorporated (the “Company”) issued a press release announcing the results of its
analysis of the U.S. Commerce Department’s recent amendment of the Entity List to include Huawei and its affiliates. In particular, the Company announced that it believes that the U.S. Commerce Department’s directive, which affects certain
sales of U.S. origin into the supply chain of Huawei and its affiliates, will have minimal effects on the Company’s sales and prospects. As a result, the Company also reaffirmed its prior guidance for its fiscal Q4 2019 in the same press
release.
A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-looking Statements
This communication
contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this
context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action
required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any
forward-looking statements. Important factors that may cause such a difference include, but are not limited to: (i) the ability of
II-VI
and Finisar Corporation (“Finisar”) to complete the
proposed transaction on the anticipated terms and timing or at all, (ii) the ability of the parties to satisfy the conditions to the closing of the proposed transaction, including obtaining required regulatory approvals, (iii) potential
litigation relating to the proposed transaction, which could be instituted against
II-VI,
Finisar or their respective directors, (iv) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction, (v) the triggering of any third party contracts containing consent and/or other similar provisions, (vi) any negative effects of the announcement of the transaction on the
market price of Finisar’s common stock and/or negative effects of the announcement or commencement of the transaction on the market price of
II-VI’s
common stock, (vii) uncertainty as to the
long-term value of
II-VI’s
common stock, and thus the value of the
II-VI
shares to be issued in the transaction, (viii) any unexpected impacts from unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and
growth of the combined company’s operations after the consummation of the transaction and on the other conditions to the completion of the merger, (ix) inherent risks, costs and uncertainties associated with integrating the businesses
successfully and achieving all or any of the anticipated synergies, (x) potential disruptions from the proposed transaction that may harm
II-VI’s
or Finisar’s respective businesses, including
current plans and operations, (xi) the ability of
II-VI
and Finisar to retain and hire key personnel, (xii) adverse legal and regulatory developments or determinations or adverse changes in, or
interpretations of, U.S. or foreign laws, rules or regulations, that could delay or prevent completion of the proposed transaction or cause the terms of the proposed transaction to be modified, (xiii) the ability of
II-VI
to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all, (xiv) economic uncertainty due to monetary or trade policy, political or other issues in the
United States or internationally, (xv) any unexpected fluctuations or weakness in the U.S. and global economies, (xvi) changes in U.S. corporate tax laws as a result of the Tax Cuts and Jobs Act of 2017 and any future legislation,
(xvii) foreign currency effects on
II-VI’s
and Finisar’s respective businesses, (xviii) competitive developments including pricing pressures, the level of orders that are received and can
be shipped in a quarter, changes or fluctuations in customer order patterns, and seasonality, (xix) changes in utilization of
II-VI
or Finisar’s manufacturing capacity and
II-VI’s
ability to effectively manage and expand its production levels, (xx) disruptions in
II-VI’s
business or the businesses of its customers or suppliers due
to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system, and (xxi) the responses by the respective managements of
II-VI
and Finisar to any of the aforementioned factors. Additional risks are described under the heading “Risk Factors” in
II-VI’s
Annual Report on
Form 10-K
for the year ended June 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 28, 2018 and in Finisar’s Annual Report on
Form 10-K
for the year ended April 29, 2018 filed with the SEC on June 15, 2018.
These risks, as well as
other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on
Form S-4
(File
No. 333-229052)
filed with the SEC in connection with the proposed transaction (the
“Form S-4”).
While the list of factors discussed above is, and the list
of factors presented in the
Form S-4
are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward looking statements. Neither
II-VI
nor Finisar assumes any obligation to publicly provide revisions or updates to any forward looking statements,
whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
No Offer or Solicitation
This communication is
for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
