Coherent Corp. · NYSE:COHR
Coherent — II-VI — Merger or Acquisition (March 2021)
19 slides from Coherent's merger presentation, Mar 25, 2021
Slide 1: II-VI to Acquire Coherent
II-VI to Acquire Coherent March 25, 2021 II-VI Incorporated - Export Control Classification EAR99
Slide 2: Forward-looking Statements
Forward-looking Statements This presentation contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigatio
Slide 3: No Offer or Solicitation; Additional Information
No Offer or Solicitation This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification unde
Slide 4: Transaction Overview
Transaction Overview Coherent stockholders to receive $220.00 per share in cash and 0.91 of a II-VI common share for each Coherent share Transaction Details At closing, Coherent stockholders to own approximately 18% of the common shares of combined company Projected Synergies & $250 million of
Slide 5: Summary of Strategic Rationale
Summary of Strategic Rationale Greater exposure Sustained growth to megatrends from increased diversification from larger operational scale Higher growth and margins Improved competitiveness through complementary from greater scale across technology platforms the value chain Sales synergies Deeper m
Slide 6: A Transformative Combination
A Transformative Combination A GLOBAL LEADER IN: A GLOBAL LEADER IN: Optoelectronics for communications, 3D OEM laser sources for microelectronics and sensing, and industrial lasers display manufacturing; for life sciences, Engineered materials for industrial lasers, metrology, and defense aer
Slide 7: Sustainable Growth Through Diversification
Sustainable Growth Through Diversification 3% 6% 4% 4% 9% 24% 10% $2.9B 45% $1.2B 68% 16% 27% 48% $4.1B 15% 9% 6% 6% Diversification of Sustains strategic Better immunity Fuels long-term growth revenue by end-market investments in new to market cycles and geography technology platforms II-VI revenue
Slide 8: Greater Scale Drives Growth and Margin Expansion
Greater Scale Drives Growth and Margin Expansion Electric Vehicle and Laser Additive Aerospace & Defense Life Sciences Battery Welding Manufacturing Photonics Instrumentation Laser Processing Head Machine Tool Laser Combiner ISO13485 Assemblies Systems Fiber Laser Laser Combiner Fiber Amplifier Ther
Slide 9: Electrical Vehicle and Battery Welding
Electrical Vehicle and Battery Welding Source: Coherent Source: Coherent Ring-mode Laser processing 6-inch GaAs Pump Modules Fiber Laser head Creates exceptionally high quality and repeatable welds over a wide range of welding tasks II-VI Incorporated - Export Control Classification EAR99 Page 9
Slide 10: Laser Additive Manufacturing
Laser Additive Manufacturing Source: Coherent Source: Coherent 6-inch GaAs Pump Modules Laser Combiner Machine Tools Enables application-specific parts with complex geometries and with new composite materials for next-generation systems II-VI Incorporated - Export Control Classification EAR99 Page 1
Slide 11: Aerospace & Defense Photonics
Aerospace & Defense Photonics Source: Coherent Source: Coherent 6-inch GaAs Pump Modules Fiber Amplifier Laser Combiner Advances the capabilities of directed energy applications II-VI Incorporated - Export Control Classification EAR99 Page 11
Slide 12: Life Sciences Instrumentation
Life Sciences Instrumentation Source: Coherent Dallas, TX, U.S. Fuzhou, China Ho Chi Minh City, Vietnam ISO13485 Optics and Filters Lasers Thermal Control Assemblies Provides integrated solutions for: • DNA sequencing • Personalized medicine • Laboratory and point-of-care diagnostics II-VI Incorpora
Slide 13: Service Infrastructure in Global Manufacturing Hubs
Service Infrastructure in Global Manufacturing Hubs Achieves sales synergies by utilizing Coherent’s global service infrastructure Coherent’s vast service network enables: Expanded distribution of high- Increase in recurring subsystems margin consumables and systems service contracts II-VI Incorpora
Slide 14: Complementary Business Models
Complementary Business Models Deeper market intelligence from complementary business models Strong global presence That will inform strategic roadmaps ahead For deeper insight into at all levels of the value of demand, influence industry direction, laser industry chain and increase brand value Value
Slide 15: Significant Value Creation Potential from Synergies
Significant Value Creation Potential from Synergies Expected Synergies within 3 years Supply chain management – procurement Cost of Goods Sold Infeed – Internal supply of enabling materials and components $150M Global supply chain function savings More efficient R&D with scale Operating De
Slide 16: Well Capitalized for Future Growth
Well Capitalized for Future Growth Rapid deleveraging post-closing from strong EBITDA and cash flow generation External Financing Sources Pro Forma Leverage Total Debt $5.4 billion 4.8x(1) $5.425 billion total commitment, including Debt unfunded revolving credit facility Cash $0.5 billion Net De
Slide 17: Track Record of Successful Deleveraging
Track Record of Successful Deleveraging from Finisar Acquisition 4x 3x Net Leverage 2x 1x 0x Dec-2019 Mar-2020 Jun-2020 Sep-2020 Dec-2020 II-VI Incorporated - Export Control Classification EAR99 Page 17
Slide 18: Track-Record of Achieving Significant Finisar Synergies
Track-Record of Achieving Significant Finisar Synergies Total estimated synergies of $150M now projected in 24 months Annual Run Rate* Original Est. Current Est. instead of 36 months, and increasing 3-year total synergies target Synergies on Synergies Synergies to $200M. 12/31/2020 Within 36 Months
Slide 19: Summary of Strategic Rationale
Summary of Strategic Rationale Greater exposure to megatrends from larger operational scale Sustained growth from increased diversification Higher growth and margins through complementary technology platforms Improved competitiveness from greater scale across the value chain Sales synergies by utili