Coherent Corp. · NYSE:COHR

Coherent — II-VI — Merger or Acquisition (November 2018)

18 slides from Coherent's merger presentation, Nov 9, 2018

  1. Slide 1: II-VI to Acquire Finisar

    II-VI to Acquire Finisar Creates a Global Leader in Photonics and Compound Semiconductors November 9, 2018

  2. Slide 2: Safe Harbor Statement

    Safe Harbor Statement This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements often address expected future busin

  3. Slide 3: A Transformative Combination

    A Transformative Combination Communications, Automotive, Consumer Electronics, Materials Processing, Semiconductor Equipment, $2.5B Military, Life Sciences Pro Forma Revenue1 End Markets $570M $22B Pro Forma EBITDA1 Addressable Market2 70 24K+ Locations Worldwide Employees Worldwide Diversified Glob

  4. Slide 4: Finisar at a Glance

    Finisar at a Glance #1 Optical Components Market Leader Leading GaAs Platform for 3D Sensing and LiDAR DATACOM TELECOM 3D SENSING Broadest portfolio of optical modules  Enables data center  Enables optimal  Enables 3D Sensing and enterprise transmission in for consumer and network connectivity ac

  5. Slide 5: Strategic Window of Opportunity Now

    Strategic Window of Opportunity Now Combined broad base of talent, Right Technology + Right Team + Right Time technology and manufacturing enhances our ability to hit market windows today Disruptive Megatrends TAM ($B) Inflection Point $20 CAGR 20% $15 CAGR 16% Electric & Proliferation of 3D Sensing

  6. Slide 6: II-VI and Finisar: History of Shared Culture and Values

    II-VI and Finisar: History of Shared Culture and Values Quality Culture is Foundational Shared Value and Vision  30+ Years of Innovation with over 2,700 patents  Commitment to Address Customer Needs from a Broad Product Portfolio  Leaders in Engineered Materials & Optoelectronic Devices Shared Mo

  7. Slide 7: Transaction Strategic Rationale

    Transaction Strategic Rationale Creates One of the Largest Photonics and Compound Semiconductor Companies with $2.5B of Revenue1 Combination Addresses Multiple Strong and Growing Markets Complementary Expertise in Datacom & Telecom Strengthens Position in Optical Communications Creates the Most Comp

  8. Slide 8: One of the Largest Photonics & Compound Semiconductor Companies

    One of the Largest Photonics & Compound Semiconductor Companies1 $2,547 $2,504 $1,931 $1,902 $1,542 $1,491 $1,292 $1,212 $319 $308 $294 $183 + Note: Dollars in millions. Lumentum pro forma for Oclaro. MKS pro forma for ESIO. 1. Represents LTM Revenue. Page 8

  9. Slide 9: Irreversible Megatrends | Addressing Multiple Strong and Growing Markets

    Irreversible Megatrends I Addressing Multiple Strong and Growing Markets 3D Sensing Optical RF Electronics in Power Electronics & LiDAR Communications Wireless & Military For Green Energy GaAs | InP GaAs | InP | Si Photonics GaAs | GaN/SiC | Diamond SiC For 3D sensing in For terrestrial, For 4G remo

  10. Slide 10: Complementary Expertise in Telecom and Datacom

    Complementary Expertise in Telecom and Datacom  Industry leader in Datacom transceivers for Hyperscale datacenters  Fixed & tunable transceivers for access & wireless optical infrastructure  Next-generation coherent transmission & submarine amplification  ROADM for optical transport: WSS, optica

  11. Slide 11: Most Compelling Platform for 3D Sensing & LiDAR

    Most Compelling Platform for 3D Sensing & LiDAR II-VI’s and Finisar's GaAs and InP Platforms = Enhanced competency in 3D Sensing and LiDAR  Optimization of R&D, Capital and Asset Utilization = Faster Time to Market  Vertically integrated 6 inch GaAs compound semiconductor platform, one of the larg

  12. Slide 12: RF Electronics for Wireless Infrastructure & Military

    RF Electronics for Wireless Infrastructure & Military  II-VI’s GaAs & SiC on 6” platform + Finisar’s microelectronics design expertise = Access to larger & growing markets  Collaboration with SEDI for GaN/SiC RF electronics  For wireless & military: efficient, high power RF amplification with GaN

  13. Slide 13: Power Electronics for Green Energy

    Power Electronics for Green Energy  II-VI’s SiC on 6” platform + Finisar’s microelectronics design expertise = Access to larger & growing markets  High efficiency voltage and power conversion = SiC MOSFETs for Green Energy Applications  Electric cars (EV/HEV)  Solar & Wind Energy  Smart Grid Po

  14. Slide 14: Combined Global Fab Footprint

    Combined Global Fab Footprint Zurich, Switzerland Newton Aycliffe, UK 117,000 sq. ft 319,000 sq. ft. GaAs - 6 inch Champaign, IL, USA GaAs - 6 inch Warren, NJ, USA Jarfalla, Sweden 69,000 sq. ft. 159,000 sq. ft. 26,000 sq. ft Epiwafers GaAs, InP, GaN up to 6 inch GaAs, GaN - 6 inch InP - 3 inch Alle

  15. Slide 15: Significant Value Creation Potential from Synergies

    Significant Value Creation Potential from Synergies Annual Estimated Synergies Achieved Within 36 months Cost of Goods Sold  Supply chain management - Procurement  Infeed - Internal supply of enabling ~$85 million materials and components  More efficient R&D with scale Research & Development  Co

  16. Slide 16: Transaction Overview

    Transaction Overview Transaction  Approximately $3.2 billion of total equity value Consideration – Finisar shareholders to own approximately 31% of the combined company  $26.00 per share Per Share – $15.60 in cash and 0.2218 shares of II-VI common stock, valued at $10.40 per share based on the clo

  17. Slide 17: Transaction Financing

    Transaction Financing Transaction  $2.0 billion new funded debt, fully underwritten by BofA Merrill Lynch Financing – $450 million revolver unfunded at close ($ in billion) x LTM EBITDA (w/ synergies)1 Pro-forma Gross Debt $2.4 4.1x Capitalization Cash $0.3 0.6x Statistics Net Debt $2.0 3.5x  Take

  18. Slide 18: Slide 18

II-VI — Merger or Acquisition (November 2018) on 6ix