Photonics instrumentation and solutions provider MKS Instruments (MKS; Andover, MA) has made an offer to acquire laser maker Coherent (Santa Clara, CA) 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 recently announced 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.
John T.C. Lee, president and CEO of MKS, believes that “...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.”
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 the two companies 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.
UPDATE, 2/8/21 at 2:30 pm ET: In response to the announcement by MKS Instruments, Lumentum issued the following statement regarding its definitive agreement to acquire Coherent:
“The combination of Lumentum and Coherent will create a leading photonics technology company and will deliver compelling strategic and financial benefits to both companies’ stakeholders,” says Alan Lowe, Lumentum President and CEO. “We believe our transaction is superior. In contrast to the proposal by MKS Instruments, the Lumentum-Coherent transaction has a clear path to regulatory approval and completion, and Lumentum remains committed to closing the transaction in the second half of the year. We look forward to uniting two global industry leaders—with complementary businesses—to accelerate photonic innovation and pursue exciting new growth initiatives to the benefit of our respective customers, employees and stockholders.”