II-VI and Finisar announce results of election on form of merger

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 firms have jointly announced the results of the elections by holders of Finisar’s common stock and holders of certain restricted stock units (RSUs) issued by Finisar regarding the form of merger consideration they wish to receive.

As of the election deadline (15 July), the total 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, holders of voting securities could have elected to receive (i) $26 in cash (the cash consideration), (ii) 0.5546 shares of II-VI common stock (the stock consideration), or (iii) a combination of $15.60 in cash and 0.2218 shares of II-VI stock (the mixed consideration). Holders of voting securities are deemed to have made no election if they failed to make an election, revoked a prior election without making a new election, or their election materials were not received in proper form by the exchange agent 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 total cash consideration and the total number of II-VI shares paid to all holders of voting securities as a group will not change as a result of these elections. It 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, which was $46.88 per share).

The election results were as follows:

holders of about 80.2% of the voting securities (96,820,703) elected to receive the cash consideration;
holders of about 1.4% of the voting securities (1,716,027) elected to receive the stock consideration;
holders of about 2.7% of the voting securities (3,205,674) affirmatively elected to receive the mixed consideration; and
holders of about 15.7% of the voting securities (18,988,435) made no election and therefore are deemed to have elected to receive the mixed consideration.

The final allocations of the consideration payable will be calculated using the formulas set forth in the merger agreement. 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 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.

II-VI and Finisar continue to anticipate that approval of the merger by the State Administration for Market Regulation of the People’s Republic of China (SAMR) will be received in mid-2019. However, it is possible that factors outside the control of the parties could result in SAMR’s approval being received at a different time or not at all. 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. Holders of voting securities can continue 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.

See related items:

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

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