II‐VI Incorporated (Nasdaq: IIVI), a global leader in engineered materials and optoelectronic devices, today successfully completed the acquisition of Finisar Corporation (Nasdaq: FNSR). The acquisition of Finisar was first announced on November 9, 2018.
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 shareholder will own approximately 32% 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 D. Mattera, Jr., CEO of II-VI. “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 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.
The II-VI executive officer team includes CEO Vincent D. Mattera, Jr., president Walter R. Bashaw II, CFO Mary Jane Raymond, chief strategy officer for II-VI and president of the Compound Semiconductors segment Giovanni Barbarossa, chief legal & compliance officer and corporate secretary Jo Anne Schwendinger, CTO Christopher Koeppen, and Photonic Solutions president Sunny Sun.
The Compound Semiconductors segment will focus on differentiated materials and devices such as those based on gallium arsenide, indium phosphide, gallium nitride, and silicon carbide, by independently driving investments that advance its technology roadmaps.
The Photonic Solutions segment will leverage compound semiconductor technology platforms of II-VI to deliver components and subsystems that are differentiated based on deep knowledge of end-user applications for several key end markets.
II-VI says its global workforce of more than 25,000 associates in 70 locations worldwide is dedicated to the Company’s enduring mission to enable the world to be safer, healthier, closer, and more efficient.
