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Lumentum Rejigs Agreement With Coherent

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Coherent shareholders will be offered more cash and fewer stocks compared to prior agreement

Lumentum has announced an amendment to the previously announced agreement to acqure Coherent entered into on January 18, 2021.

Lumentum will now acquire Coherent in a cash and stock transaction whereby Coherent stockholders will receive $175.00 per share in cash and 1.0109 shares of Lumentum common stock for each Coherent share they own. Using Lumentum's closing stock price as of March 9, 2021, this equates to $261.62 per Coherent share. At closing, Coherent stockholders are expected to own approximately 24 percent percent of the combined company.

In the original agreement, Coherent stockholders were to eceive $100.00 per share in cash and 1.1851 shares of Lumentum common stock for each Coherent share they own to own 27 percent percent of the combined company.

Wajid Ali, Lumentum executive VP and CFO, said: "By increasing the cash and lowering the stock in the consideration mix relative to our prior agreement, we are able to deliver more overall value to Coherent stockholders while at the same time increasing earnings accretion.

"We expect to attain annual run-rate synergies of more than $190 million within 36 months of the closing and expect the transaction to be accretive to non-GAAP earnings per share during the first full year of combined operations. We will be highly focused on exceeding our synergy targets and utilising the combined company's strong cash flows to de-lever and pay down the low-cost term debt we are utilising to finance this transaction, as we did in our last major acquisition."

"Combining with Coherent helps us to diversify our business and achieve scale in important and growing markets," said Alan Lowe, Lumentum president and CEO. "The combined company will have a strong financial profile with a more diversified revenue mix and significant synergy opportunities that will deliver enhanced value to our stockholders. The Lumentum-Coherent transaction continues to have a clear path to completion and we are moving forward expeditiously to achieve the remaining approvals necessary to complete the transaction."

Lumentum's board of directors continues to recommend the transaction with Coherent to its stockholders.

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