Deadline of 15 July set for Finisar stockholders’ vote on form of merger with II-VI

In connection with the pending acquisition (announced on 9 November) of fiber-optic communications component and subsystem maker Finisar Corp of Sunnyvale, CA, USA by engineered materials and optoelectronic component maker II-VI Inc of Saxonburg, PA, USA, the deadline for Finisar stockholders to elect the form of merger consideration they wish to receive has been set for 5pm (New York time) on 15 July (as near as practicable to two business days prior to the closing date of the merger). Establishing the date of the election deadline is not intended, however, to indicate the timing of approval of the merger by China’s State Administration for Market Regulation (SAMR), which is expected by mid-2019.

All Finisar stockholders who have not previously made their cash, stock or mixed consideration elections, or who desire to revoke a prior election and make a new election, must submit their properly completed and signed election forms with respect to their shares (together with all required documents and materials set forth in the election form) to the exchange agent American Stock Transfer & Trust Company LLC (AST) by 15 July. Those who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline and should read the instructions from their bank, broker or nominee.

In accordance with the merger, Finisar stockholders may elect to receive either (1) $26 in cash (the cash election consideration), (2) 0.5546 shares of II-VI common stock, no par value (the stock election consideration), or a combination of $15.60 in cash and 0.2218 shares of II-VI stock (the mixed election consideration). Finisar stockholders may also choose to make no election with respect to their shares if they fail to make an election, revoke a prior election without making a new election, or their election materials are not received in proper form by AST prior to the deadline, in which case they will receive the mixed election consideration. The cash election consideration and the stock election consideration are subject to automatic proration adjustment pursuant to the terms of the merger agreement such that the total paid to all Finisar stockholders collectively will consist of about 60% cash and 40% II-VI common stock (assuming a II-VI common stock per share price equal to the closing price as of 8 November 2018).

See related items:

II-VI’s acquisition of Finisar approved by both firms’ shareholders

II-VI to acquire Finisar for $3.2bn

Tags: Optical communications II-VI Inc Finisar

Visit: www.finisar.com

Visit: www.ii-vi.com