Great new for FNSR & IIVI shareholders!
II-VI Incorporated Obtains All Governmental Regulatory Approvals to Complete Acquisition of Finisar Corporation and Sets Expected Closing Date
globenewswire.com
PITTSBURGH and SUNNYVALE, Calif., Sept. 20, 2019 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) (“II-VI”), a global leader in engineered materials and optoelectronic components, and Finisar Corporation (Nasdaq: FNSR) (“Finisar”) today jointly announced that II-VI has obtained antitrust clearance from the State Administration for Market Regulation of the People’s Republic of China (“SAMR”) for II-VI’s acquisition of Finisar. II-VI has agreed with SAMR that it will operate separately, for a period expected to be three years, the wavelength selective switch business of Finisar. The clearance decision from SAMR satisfies the closing condition set forth in the previously announced Agreement and Plan of Merger regarding the receipt of antitrust approvals. II-VI expects the closing of its acquisition of Finisar (the “Merger”) to occur on or about September 24, 2019.
 
In accordance with the merger agreement governing the Merger (the “Merger Agreement”), holders of Finisar common stock and holders of certain restricted stock units issued by Finisar (collectively, the “Voting Securities”) have previously been provided the opportunity to elect the form of Merger consideration they wished to receive for each Voting Security they hold, being either (i) $26.00 in cash (the “Cash Consideration”), (ii) 0.5546 shares of common stock of II-VI (the “II-VI Common Stock”) (the “Stock Consideration”), or (iii) a combination of $15.60 in cash and 0.2218 shares of II-VI Common Stock (the “Mixed Consideration”). The deadline for that election was July 15, 2019 (the “Election Deadline”), and the total amount of cash and II-VI Common Stock to be paid in the aggregate by II-VI is fixed. Holders of Voting Securities are deemed to have made no election if they failed to make an election, or revoked a prior election without making a new election, by the Election Deadline, or if their election materials were not received in proper form by American Stock Transfer & Trust Company, LLC (“AST”) prior to the Election Deadline.
Holders of Voting Securities who made no election, or have validly withdrawn their election, are deemed to have elected the Mixed Consideration. Holders of Voting Securities who have validly made, and not previously withdrawn, an election prior to the Election Deadline regarding the form of merger consideration they wish to receive in the Merger will have until 5:00 p.m., New York time, on September 20, 2019 to withdraw their election if they wish to receive the Mixed Consideration. All other holders of Voting Securities who have validly made an election that is not so withdrawn will receive either the Cash Consideration or the Stock Consideration they have elected, in each case prorated as described below.
The Cash Consideration and the Stock Consideration are subject to automatic proration so that the aggregate amount of Cash Consideration and the aggregate number of shares of II-VI Common Stock paid to all holders of Voting Securities as a group will not change as a result of these elections.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment, and consumer markets. Headquartered in Saxonburg, Pennsylvania, the Company has research and development, manufacturing, sales, service, and distribution facilities worldwide. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information, please visit us at www.ii-vi.com.
About Finisar
Finisar Corporation is a global technology leader in optical communications, providing components and subsystems to networking equipment manufacturers, data center operators, telecom service providers, consumer electronics, and automotive companies. Founded in 1988, Finisar designs products that meet the increasing demands for network bandwidth, data storage, and 3D sensing subsystems. The company is headquartered in Sunnyvale, California, with R&D, manufacturing sites, and sales offices worldwide. Visit our website at www.finisar.com. |
