The management of
II-VI
Incorporated (the “Company” or
“II-VI”)
will be presenting at investor conferences in the near future. The presentation material is attached hereto as Exhibit 99.1 and incorporated herein by reference. This material may also be
used at one or more subsequent conferences. The information contained in the attached presentation material is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements. The
Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
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 28, 2019
filed with the SEC on June 14, 2019.
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.