July 25, 2019 I PDF
In connection with II-VI’s anticipated acquisition of Finisar (the “Merger”), II-VI Incorporated (Nasdaq: IIVI) (“II-VI”) and Finisar Corporation (Nasdaq: FNSR) (“Finisar”) jointly announced today the results of the elections made by holders of Finisar’s common stock and holders of certain restricted stock units issued by Finisar (the “Participating RSUs”) regarding the form of merger consideration they wish to receive in the Merger. The deadline for making that election was 5:00 p.m., New York time, on July 15, 2019 (the “Election Deadline”).
Based on available information as of the Election Deadline, the aggregate number of outstanding shares of Finisar common stock and Participating RSUs (collectively, the “Voting Securities”) was 120,730,839. In accordance with the merger agreement governing the Merger (the “Merger Agreement”), holders of Voting Securities could have elected to receive (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”). 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, 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 are deemed to have elected the Mixed Consideration. 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. It will consist of approximately 60% cash and 40% II-VI Common Stock (assuming a per share price of II-VI Common Stock equal to the closing price as of November 8, 2018, which was $46.88 per share), as further described in the Merger Agreement and in the joint proxy statement/prospectus provided to Finisar and II-VI shareholders in connection with the special meetings of Finisar stockholders and II-VI shareholders, each of which was held on March 26, 2019.
The election results were as follows:
- Holders of 96,820,703 Voting Securities, or approximately 80.2% of the Voting Securities, elected to receive the Cash Consideration;
- Holders of 1,716,027 Voting Securities, or approximately 1.4% of the Voting Securities, elected to receive the Stock Consideration;
- Holders of 3,205,674 Voting Securities, or approximately 2.7% of the Voting Securities, affirmatively elected to receive the Mixed Consideration; and
- Holders of 18,988,435 Voting Securities, or approximately 15.7% of the Voting Securities, made no election and therefore are deemed to have elected to receive the Mixed Consideration.
The final allocations of the consideration payable in connection with the Merger will be calculated using the formulas set forth in the Merger Agreement. The calculation of the applicable proration adjustments with respect to the Cash Consideration and the Stock Consideration is based, in part, on the number of outstanding Voting Securities as of the effective time of the Merger, and also will change as a result of Finisar stockholders transferring their Finisar shares or withdrawing their consideration election. Accordingly, the applicable proration adjustments cannot be calculated at this time and may differ from the results that would be obtained if information as of the Election Deadline were used to calculate the proration adjustments.
As previously announced, the date of the Election Deadline was not intended to indicate the expected timing of approval of the Merger by the State Administration for Market Regulation of the People’s Republic of China (“SAMR”). II-VI and Finisar continue to anticipate that SAMR’s approval of the Merger will be received mid calendar year 2019. It is possible, however, that factors outside the control of the parties could result in SAMR’s approval being received at a different time or not at all, and neither II-VI nor Finisar are able to estimate accurately when that will be. Consequently, Finisar and II-VI are permitting holders of Voting Securities who made an election prior to the Election Deadline to withdraw some or all of the Voting Securities as to which they made an election in order to transfer or sell their shares or for any other reason. Any withdrawal of Voting Securities after the Election Deadline will result in a deemed Mixed Consideration election with respect to such Voting Securities. Holders of Voting Securities will continue to be able to withdraw their elections until the time that Finisar and II-VI provide notice that election withdrawals no longer will be permitted in anticipation of consummating the Merger. II-VI and Finisar currently expect that there will be no additional election period and, once an election has been withdrawn, a subsequent election will not be permitted with respect to the related Voting Securities. Elections made by holders of Voting Securities prior to the Election Deadline that are not validly withdrawn will remain in effect.
In order to withdraw an existing election, record holders of Voting Securities must submit their properly completed and signed withdrawal forms with respect to their Voting Securities, together with all required documents and materials, to AST, the exchange agent for the Merger. Finisar stockholders who hold their shares through a bank, broker or other nominee should contact that bank, broker or nominee for the appropriate instructions with respect to how withdraw Voting Securities from their existing elections. Finisar stockholders with questions should contact AST at (877) 248-6417 or (718) 921-8317.