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II-VI Expands Sets Out Plans After Finisar Acquisition

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80 years of business experience in photonics and compound semiconductors is a powerful combination

II‐VI has completed the acquisition of Finisar. Under the terms of the merger agreement, Finisar shareholders will receive on average $15.60 in cash and 0.2218 shares of II-VI common stock per 1.0 share of Finisar common stock depending on each shareholder's election as laid out in the merger agreement. This transaction is fully taxable to Finisar shareholders.

The company expects to achieve $150M in run rate synergies over the next three years. The financing for the transaction was $1.9B of cash raised in a combination of Term Loans A and B with a combined interest rate of L+251 and $1.1B of the company's stock. Finisar shareholders will own approximately 32 percent of the combined company.

“Today our company is taking a giant leap forward in our scale to serve a significantly increasing addressable market,” said Vincent Mattera, CEO, II-VI Inc. “The powerful combination of II-VI and Finisar makes us the global leader in optical communications and continues our leadership in our other key end markets, with a world-class product portfolio and deep technology expertise that enables us to offer more tightly integrated solutions and exceptional overall value for our customers.”

“With nearly 80 years of combined business leadership in photonics and compound semiconductors, it makes sense for Finisar to join the II-VI family to continue to deliver the best products and solutions possible,” said Todd Swanson, Finisar's COO and co-CEO. “Thanks to the talents of numerous individuals across this new global powerhouse, II-VI and Finisar are ready to merge into one highly efficient and seamless company with a common culture, vision and mission.”

II-VI executive officers will be: Vincent Mattera, CEO; Walter Bashaw, president; Mary Jane Raymond, CFO; Giovanni Barbarossa, chief strategy officer, II-VI Incorporated and President, Compound Semiconductors; Jo Anne Schwendinger, chief legal & compliance officer, corporate secretary; Christopher Koeppen, CTO.

II-VI will be organised into two segments called Photonic Solutions and Compound Semiconductors. The Compound Semiconductors Segment will focus on differentiated materials and devices such as those based on GaAs, InP, GaN and SiC. The Photonic Solutions Segment will build on II-VI's compound semiconductor technology platforms to deliver components and subsystems for applications in photonic markets.

II-VI is not providing updated guidance for its first quarter at this time. In the quarter end earnings call in early November, the company will provide more details to Finisar's contributions to the first quarter.



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