| II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, PA 16056 |
Filed byII-VI Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Finisar Corporation
Commission File No.:000-27999
Date: November 9, 2018
November 9, 2018
Dear TeamII-VI,
This morning, we took a giant step. We announced that we have entered into an agreement to acquire Finisar, a global technology leader in optical communications. I encourage you to read the joint press release we issued [INSERT HYPERLINK]. Last week, we also announced strong first quarter 2019 financial results which underscore the substantial progress we are making in executing our strategy.
By now, many of you are familiar with our numerous acquisitions in the last 20 years. This acquisition of Finisar, however, would be by far the biggest in our history. We announced our intent to acquire a company about the size ofII-VI in terms of revenue, number of employees and global footprint. For those of you who don’t already know Finisar, let me first say that they are an important customer ofII-VI Photonics for many optical communications products.
LikeII-VI, Finisar has a long heritage in the optics industry. For more than 30 years they have delivered break-through optics technology and world-class products that improve the way we communicate, and as a result they became the undisputed leader in the datacenter transceiver market. By bringing our companies together, we will be able to offer our customers one of the most complete portfolios of optical solutions for networks available in the industry. We will also be even better positioned to invest in a broad base of differentiated products built on industry-leading technology platforms across our end markets, providing expanded growth opportunities for our employees, and strengthening our industry leadership.
The benefits of this combination go beyond the realm of optical communications. It builds on our position as a leader in photonics and leverages our complementary expertise and capabilities in compound semiconductors and microelectronics. This will accelerate the development of our portfolio of products in the emerging markets of 5G, 3D sensing, cloud computing, electric and autonomous vehicles, and advanced microelectronics manufacturing. It’s an exciting time to be in our industry.
Our entire Executive Leadership Team is committed to providing you with as much clarity as possible throughout this process. To help answer some of your initial questions, please take some time to review the attached FAQ document, which will also be available on HERE [INSERT LINK].
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| II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, PA 16056 |
It is important to remember that today’s announcement is just the first step of this process.II-VI and Finisar will continue to operate as separate entities until the transaction closes, which is expected to occur in the middle of calendar year 2019, subject to approval by each company’s shareholders, and other customary closing conditions. Until then, it remains business as usual for all of us and it is important that we stay focused on providing our customers with the same high-quality products and innovation that they have come to expect. And, of course, we will share additional information as we work through the process.
Today’s announcement may lead to increased interest in our company. If you receive any inquiries from customers, shareholders, media or others, please immediately forward them to Mark Lourie, Director of Corporate Communications.
The acquisition of Finisar will be nothing short of transformative for both our companies and I hope you share my excitement. On behalf of our Board of Directors and the Executive Leadership Team, I want to thank you for your steady focus on your part of the business, in each of our end markets, all of which are important to us and critical to the acceleration of our growth, both organically and by acquisition. I couldn’t be more excited to continue working alongside all of you as your CEO.
I hope you’ll join me as we look forward to the day when we begin to unite our two great organizations asone-two-six,together enabling the world to be safer, healthier, closer and more efficient.
Sincerely,
/s/ Chuck Mattera
Chuck Mattera
President and CEO,II-VI Incorporated
Forward-looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important factors that may cause such a difference include, but are not limited to: (i) the ability ofII-VI and Finisar to complete the proposed transaction on the anticipated terms and timing or at all, (ii) the ability of the parties to satisfy the conditions to the closing of the proposed transaction, including obtaining required regulatory approvals, (iii) potential litigation relating to the proposed transaction, which could be instituted againstII-VI, Finisar or their respective directors, (iv) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, (v) the triggering of any third party contracts containing consent and/or other similar provisions, (vi) any negative effects of the announcement of the transaction on the market price of Finisar’s common stock and/or negative effects of the announcement or commencement of the transaction on the market price ofII-VI’s common stock, (vii) uncertainty as to the long-term value ofII-VI’s common stock, and thus the value of theII-VI shares to be issued in the transaction, (viii) any unexpected impacts from unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations after the consummation of the transaction and on the other conditions to the completion of the merger, (ix) inherent risks, costs and uncertainties associated with integrating the businesses successfully and achieving all or any of the anticipated synergies, (x) potential disruptions from the proposed transaction that may harmII-VI’s or Finisar’s respective businesses, including current plans and operations, (xi) the ability ofII-VI and Finisar to retain and hire key personnel, (xii) adverse legal and regulatory developments or
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| II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, PA 16056 |
determinations or adverse changes in, or interpretations of, U.S. or foreign laws, rules or regulations, that could delay or prevent completion of the proposed transaction or cause the terms of the proposed transaction to be modified, (xiii) the ability ofII-VI to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all, (xiv) economic uncertainty due to monetary or trade policy, political or other issues in the United States or internationally, (xv) any unexpected fluctuations or weakness in the U.S. and global economies, (xvi) changes in U.S. corporate tax laws as a result of the Tax Cuts and Jobs Act of 2017 and any future legislation, (xvii) foreign currency effects onII-VI’s and Finisar’s respective businesses, (xviii) competitive developments including pricing pressures, the level of orders that are received and can be shipped in a quarter, changes or fluctuations in customer order patterns, and seasonality, (xix) changes in utilization ofII-VI or Finisar’s manufacturing capacity andII-VI’s ability to effectively manage and expand its production levels, (xx) disruptions inII-VI’s business or the businesses of its customers or suppliers due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system, and (xxi) the responses by the respective managements ofII-VI and Finisar to any of the aforementioned factors. Additional risks are described under the heading “Risk Factors” inII-VI’s Annual Report on Form10-K for the year ended June 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 28, 2018 and in Finisar’s Annual Report on Form10-K for the year ended April 29, 2018 filed with the SEC on June 15, 2018.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on FormS-4 that will be filed with the SEC in connection with the proposed transaction (the “FormS-4”). While the list of factors discussed above is, and the list of factors to be presented in the FormS-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. NeitherII-VI nor Finisar assumes any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction betweenII-VI and Finisar,II-VI and Finisar will file relevant materials with the SEC, including a registration statement on FormS-4 filed byII-VI that will include a joint proxy statement ofII-VI and Finisar that also constitutes a prospectus ofII-VI, and a definitive joint proxy statement/prospectus that will be mailed to shareholders ofII-VI and stockholders of Finisar. INVESTORS AND SECURITY HOLDERS OFII-VI AND FINISAR ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement on FormS-4 and the joint proxy statement/prospectus (when available) and other documents filed with the SEC byII-VI or Finisar through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC byII-VI will be available free of charge within the Investor Relations section ofII-VI’s internet website athttps://www.ii-vi.com/investor-relations/. Copies of the documents filed with the SEC by Finisar will be available free of charge on Finisar’s internet website athttp://investor.finisar.com/investor-relations.
Participants in Solicitation
II-VI, Finisar, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers ofII-VI is set forth in its Annual Report on Form10-K for the year ended June 30, 2019, which was filed with the SEC on August 28, 2018, and its definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 31, 2017. Information about the directors and executive officers of Finisar is set forth in its Annual Report on Form10-K for the year ended April 29, 2018, which was filed with the SEC on June 15, 2018, and its definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on July 26, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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