II-VI and Coherent provide update on transaction milestones

Date Announced: 18 May 2021

• Form S-4 in connection with pending acquisition filed and declared effective by SEC
• Special meetings set for June 24, 2021 for II-VI shareholders and Coherent stockholders to vote on transaction
• Confirmed expiration of waiting period under Hart-Scott-Rodino Antitrust Improvements Act
• Transaction remains on track to close by year-end 2021

Pittsburgh, PA and Santa Clara, CA – II-VI Incorporated (NASDAQ: IIVI) and Coherent, Inc. (NASDAQ: COHR) today provided an update on their previously announced merger to create a diversified global leader in photonic solutions, compound semiconductors, and laser technology and systems that is well-positioned to take advantage of irreversible megatrends in the industry.

The registration statement on Form S-4, which was filed on May 4, 2021 by II-VI and Coherent with the U.S. Securities and Exchange Comission (“SEC”) in connection with the proposed combination, was declared effective by the SEC on May 6, 2021. Accordingly, II-VI and Coherent have scheduled special meetings of II-VI’s shareholders and Coherent’s stockholders, respectively, for June 24, 2021.

At the special meetings, II-VI shareholders and Coherent stockholders will be asked to consider and vote on the related proposals to approve II-VI’s acquisition of Coherent. Shareholders of record for II-VI and stockholders of record of Coherent, in each case, as of May 17, 2021, will have the right to vote at these respective meetings.

II-VI and Coherent also confirmed today the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the pending transaction. As previously disclosed, the expiration of the waiting period under the HSR Act is one of the key regulatory conditions necessary for completion of this transction.

The transaction remains on track to close by year-end 2021 subject to customary closing conditions, including receipt of required regulatory approvals and approval of II-VI’s shareholders and Coherent’s stockholders.

Allen & Company LLC and J.P. Morgan Securities LLC are acting as II-VI’s financial advisors, and Wachtell, Lipton, Rosen & Katz and K&L Gates are serving as legal advisors to II-VI. Bank of America and Credit Suisse are serving as financial advisors to Coherent, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Coherent.

Contact

E-mail: info@coherent.com

Web Site: www.coherent.com