MKS Instruments, Inc., a global provider of technologies that enable advanced processes and improve productivity, today confirms it has made an offer to acquire Coherent, Inc. in a cash and stock transaction. Based on the closing price of MKS stock on February 4, 2021, MKS' proposal is valued at approximately $240 per share of Coherent stock, representing a premium of approximately 16% to the implied value of Coherent's merger agreement with Lumentum, based on the closing price per share of Lumentum stock on February 4, 2021, and a premium of 58% over the closing price of Coherent stock on January 15, 2021, the last trading day before the announcement of Coherent's proposed transaction with Lumentum.
MKS believes its proposal offers compelling strategic and financial benefits for the stockholders of both MKS and Coherent and constitutes a "Company Superior Proposal" as defined in Coherent's merger agreement with Lumentum.
"We believe this transaction would create a global photonics leader with a world-class technology portfolio, proven operational capabilities, deep customer relationships and a track record of sustainable and profitable growth, uniquely positioned to solve our customers' most difficult challenges. We believe the combination of MKS and Coherent would drive growth and shareholder value through increased technology investment that creates new solution platforms and accelerates innovation within the industry, as well as meaningful synergies", said John T.C. Lee, President and CEO of MKS.
Under the terms of MKS' proposal, which was conveyed in an offer letter to Coherent's board of directors on February 4, 2021, Coherent shareholders would receive $115 cash and .7473 of a share of MKS common stock per share of Coherent common stock. MKS intends to fund the transaction with cash on hand and debt financings. The execution of a definitive merger agreement between Coherent and MKS would be subject to approval of each party's board of directors and completion of the transaction would be subject to customary closing conditions, including receipt of required regulatory approvals and approval of MKS' and Coherent's respective stockholders. Completion of the transaction would not be subject to any financing condition.