Coherent (COHR) 8-K II-VI Incorporated Announces Completion of its

II-VI Incorporated

Acquisition of Photop

Technologies, Inc.

January 4, 2010

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Exhibit 99.2

2

Forward Looking Statement Disclaimer

This presentation and the remarks of its presenter(s) contain forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of

1995.  Forward-looking statements may be identified by words such as “expects”,

“anticipates”,

“intends”,

“plans”,

“believes”,

“seeks”,

“estimates”,

“will”

or words

of similar meaning and include, but are not limited to, statements about the

expected future business and financial performance of II-VI Incorporated.  These

statements are based on management’s current expectations and are inherently

subject to uncertainties and changes in circumstances.  Among the factors that

could cause actual results to differ materially from those described in the forward-

looking statements are changes in global, political, economic, business,

competitive, market and regulatory forces.  More detailed information about II-VI

Incorporated’s risks is contained in II-VI Incorporated’s filings with the SEC,

including the report on Form 10-K for the fiscal year ended June 30, 2009.  II-VI

Incorporated does not undertake any obligation to update the forward-looking

statements to reflect actual events, results, or any change in events, conditions,

assumptions or other factors.

Agenda

•

Review of Today’s Announcement

•

Overview of Photop

Technologies, Inc.

•

Strategic Rationale and Fit with II-VI

•

Updated Financial Outlook for II-VI

•

Question and Answer Session

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Review of Today’s Announcement

•

We have completed the acquisition of Photop

Technologies,

Inc. that was previously announced on December 28, 2009.

•

The initial consideration was cash of $45.6 million and the

issuance of 1,146,000 shares of II-VI common stock.  The

cash was provided from II-VI’s

cash on hand and the shares

issued represented approximately 3.9% of the outstanding

shares of II-VI common stock prior to the acquisition.

•

An additional $12.0 million of cash earn-out opportunities are

available based on Photop’s

calendar 2010 and 2011 financial

results.

•

The final purchase price will be determined based on closing

adjustments, including working capital adjustments.

•

No debt of Photop

was assumed as part of the acquisition.

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Photop

Technologies, Inc.

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Established in 2003 through a merger of four companies,

each a leader in its existing product field of Optics, Lasers,

Fiber Optics, and Photonic Crystal Materials, Photop

Technologies, Inc. is a leading photonics designer and

integrated manufacturing company of Fiber Optics, Precision

Optics, Projection and Display Optics, Solid State  Lasers,

Crystal Materials, and other Photonics Products. 

Headquartered in Fuzhou, China, with over 3,000 employees

including over 350 dedicated engineers in Fuzhou, Shanghai

and

Guangzhou,

China,

Photop

is

dedicated

to

advanced

design and extensive technologies, highly-efficient

manufacturing infrastructure, volume production capability

and capacity, and leading-edge research and development.

Leading Supplier & Manufacturing Partner for

Optical Components & Photonics Products

–

Optics Design, Integrated Fabrication and Custom Optics

–

Crystal, Specialty Glass and 8”

Wafer processing capability

–

Optical Coating, Bonding and Microchip & Comprehensive Sub-Assembly

–

Component Assembly and Advance SMT/PCBA Capability In House

–

OEM/ODM Product Integration and Joint Product Development

–

Integrated Assembly For All the Processes Under One Roof

–

Volume Manufacturing Expertise on Advance Optics & Photonics Products

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Photop’s Core Competence

Optics, Components & Module

for Communication & Consumer

Optics & Advance Optics

OPTICAL

ENGINEERING

CRYSTAL

MATERIAL

Optics Design

Integrated Fabrication

Coating & Assembly

TO, Butterfly,

Microchip Laser &

Module Assembly

Optical Crystal Growth

Crystal & Glass Material

Precision Mechanics

SMT / PCB Assembly

Software / Firmware

Active & Passive Optics,

Component & OEM / ODM Module

LASER

ENGINEERING

Mechanical

& Electronics

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Micro –

Optics & Optical Communications

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Optical Components for Communications

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Commercial Lasers & Laser Assembly

Strategic Rationale and Fit with II-VI

•

Photop

has an impressive record of profitable growth

•

Photop

has impressive technology platforms and product portfolios which

are synergistic with II-VI’s

VLOC subsidiary

•

Photop

enables II-VI to accelerate its China Strategy and broaden and

brighten II-VI and Photop’s

global growth prospects

•

Photop

expands II-VI’s

world class R&D and technology capabilities

•

Photop

has an excellent industry reputation

•

Photop, like II-VI,

has an entrepreneurial culture with great customers and

employees

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Updated Financial Outlook for II-VI

•

The

financial

results

of

Photop

will

be

included

in

the

results

of

II-VI for

the six months ending June 30, 2010.

•

For

the

year

ending

June

30,

2010,

Photop

is

expected

to

have

positive

operational results.  These results are expected to offset (a) the

transactional expenses that are required to be expensed rather than

capitalized (including $1.0 million after-tax in the quarter ended December

31, 2009) and (b) the dilutive effect of the shares of II-VI common stock

that were used for the acquisition.

•

II-VI’s

revenue guidance for the fiscal year ending June 30, 2010 has been

increased from a range of $264 million to $274 million to a range of $293

million to $305 million.

•

II-VI’s

earnings

per

share

guidance

for

the

fiscal

year

ending

June

30,

2010

remains unchanged at $0.85 to $0.95.

•

The transaction is expected to be accretive in the fiscal year ending June

30, 2011.

•

Financial results for II-VI for the second fiscal quarter ended December 31,

2009 are expected to be released on January 19, 2010.

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Question and Answer Session

These comments and answers to certain questions contain

forward looking statements which are based on current

expectations.  Actual results could differ materially.  For

information about factors that could cause the actual results to

differ materially, please refer to the “Risk Factors”

section of

our Form 10-K for the fiscal year ended June 30, 2009.

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