On July 5, 2019,
II-VI
Incorporated
(“II-VI”)
and Finisar Corporation (“Finisar”) issued a joint press release announcing that, in connection with
II-VI’s
anticipated and pending acquisition of Finisar (the “Merger”), the deadline
for Finisar stockholders to elect the form of merger consideration they wish to receive in the Merger has been set for 5:00 p.m., New York time, on July 15, 2019 (the “Election Deadline”). Establishing the date of the Election
Deadline is not intended, however, to indicate the expected timing of approval of the Merger by the State Administration for Market Regulation of the People’s Republic of China. A copy of the joint press release is attached hereto as Exhibit
99.1 and 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 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.