05/03/2022
For Im무료 슬롯 머신diate Release
II-VI Incorporated And 무료 슬롯 머신, Inc. Announce Refiling Of Premerger Notification And Report Form With Federal Trade Commission And U.S. Department Of Justice
Parties Update Anticipated Closing Date of 무료 슬롯 머신
Pittsburgh and Santa Clara, Calif., May 3, 2022 (GLOBE NEWSWIRE)– II‐VI Incorporated (Nasdaq: IIVI) and 무료 슬롯 머신, Inc. (Nasdaq: COHR) today announced that they have refiled their Premerger Notification and Report Form (the “HSR Notification”) with the Federal Trade Commission and the U.S. Department of Justice on May 2, 2022, in connection with the previously-announced pending acquisition (the “Merger”) of 무료 슬롯 머신 by II-VI. The HSR Notification, which triggers a 30-day review period, was made prior to the one-year expiration of II-VI’s and 무료 슬롯 머신’s initial HSR Notification filed last year. The parties continue cooperative discussions with the State Administration for Market Regulation of China (“SAMR”), and the decision to refile the HSR Notification is due to the parties’ updated view of the anticipated timing of formal approval from SAMR. Other than the foregoing, there are no other open regulatory closing conditions to the proposed Merger and II-VI and 무료 슬롯 머신 anticipate that the closing of the Merger will occur prior to June 30, 2022.
About 무료 슬롯 머신 Incorporated
무료 슬롯 머신 Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in communications, industrial, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive markets. Headquartered in Saxonburg, Pennsylvania, 무료 슬롯 머신 has research and development, manufacturing, sales, service, and distribution facilities worldwide. 무료 슬롯 머신 produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information about 무료 슬롯 머신, visit 무료 슬롯 머신's website at www.무료 슬롯 머신.com.
About 무료 슬롯 머신, Inc.
Founded in 1966, 무료 슬롯 머신, Inc. is a global provider of lasers and laser-based technology for scientific, commercial and industrial customers. 무료 슬롯 머신's common stock is listed on the Nasdaq Global Select Market and is part of the Russell 1000 and Standard & Poor’s MidCap 400 Index. For more information about 무료 슬롯 머신, visit 무료 슬롯 머신’s website at https://www.무료 슬롯 머신.com for product and financial updates.
Forward-Looking State무료 슬롯 머신nts
This press release 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 pro무료 슬롯 머신sions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in pre무료 슬롯 머신ous disclosures.
II-VI and 무료 슬롯 머신 believe that all forward-looking statements made in this press release have a reasonable basis, but there can be no assurance that the expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the conditions to the completion of the pending transaction between II-VI and 무료 슬롯 머신 (the “Transaction”), including the receipt of any required regulatory approvals, and the remaining equity investment by Bain Capital, LP, and the risks that those conditions will not be satisfied in a timely manner or at all; (iii) the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the merger agreement relating to the Transaction; (iv) II-VI’s ability to finance the Transaction, the substantial indebtedness II-VI expects to incur in connection with the Transaction and the need to generate sufficient cash flows to service and repay such debt; (v) the possibility that the combined company may be unable to achieve expected synergies, operating efficiencies and other benefits within the expected time-frames or at all and to successfully integrate 무료 슬롯 머신’s operations with those of the combined company; (vi) the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Transaction; (vii) litigation and any unexpected costs, charges or expenses resulting from the Transaction; (viii) the risk that disruption from the Transaction materially and adversely affects the respective businesses and operations of II-VI and 무료 슬롯 머신; (ix) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Transaction; (x) the ability of II-VI and 무료 슬롯 머신 to retain and hire key employees; (xi) the purchasing patterns of customers and end users; (xii) the timely release of new products, and acceptance of such new products by the market; (xiii) the introduction of new products by competitors and other competitive responses; (xiv) II-VI’s and 무료 슬롯 머신’s ability to assimilate recently acquired businesses and realize synergies, cost savings and opportunities for growth in connection therewith, together with the risks, costs, and uncertainties associated with such acquisitions; (xv) II-VI’s and 무료 슬롯 머신’s ability to devise and execute strategies to respond to market conditions; (xvi) the risks to anticipated growth in industries and sectors in which II-VI and 무료 슬롯 머신 operate; (xvii) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xviii) the risks that the combined company’s stock price will not trade in line with industrial technology leaders; (xix) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics or outbreaks that may arise; (xx) pricing trends, including II-VI’s and 무료 슬롯 머신’s ability to achieve economies of scale; and/or (xxi) uncertainty as to the long-term value of II-VI common stock. Both II-VI and 무료 슬롯 머신 disclaim any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.
These risks, as well as other risks associated with the Transaction, are more fully discussed in the definitive joint proxy statement/prospectus included in the registration statement on Form S-4 (File No. 333-255547) filed with the U.S. Securities and Exchange Commission (the “SEC”) (as amended on May 4, 2021 and supplemented by 무료 슬롯 머신 in its Form 8-K, as amended, filed with the SEC on June 15, 2021), in connection with the Transaction (the “Form S-4”). While the list of factors discussed above and the list of factors presented in the Form S-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. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to II-VI’s and 무료 슬롯 머신’s respective periodic reports and other filings with the SEC, including the risk factors contained in II-VI’s and 무료 슬롯 머신’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Neither II-VI nor 무료 슬롯 머신 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.
Addit무료 슬롯 머신al Informat무료 슬롯 머신 and Where to Find It
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the Transaction, II-VI and 무료 슬롯 머신 filed with the SEC the Form S-4 on April 27, 2021 (as amended on May 4, 2021 and as supplemented by 무료 슬롯 머신 in its Form 8-K, as amended, filed with the SEC on June 15, 2021), which includes a joint proxy statement of II-VI and 무료 슬롯 머신 and also constitutes a prospectus with respect to shares of II-VI’s common stock to be issued in the Transaction. The Form S-4 was declared effective on May 6, 2021, and II-VI and 무료 슬롯 머신 commenced mailing to their respective stockholders on or about May 10, 2021. This communication is not a substitute for the Form S-4, the Joint Proxy Statement/Prospectus or any other document II-VI and/or 무료 슬롯 머신 may file with the SEC in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF II-VI AND 무료 슬롯 머신 ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders are able to obtain free copies of these documents and other documents filed with the SEC by II-VI and/or 무료 슬롯 머신 through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by II-VI may be obtained free of charge on II-VI’s investor relations site at https://ii-vi.com/investor-relations. Copies of the documents filed with the SEC by 무료 슬롯 머신 may be obtained free of charge on 무료 슬롯 머신’s investor relations site at https://investors.무료 슬롯 머신.com.
No Offer or Solicitat무료 슬롯 머신
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 in무료 슬롯 머신tation 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 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.
무료 슬롯 머신ntacts
무료 슬롯 머신
Investors:
Mary Jane Raymond
Chief Financial Officer
꽁 머니 카지노 Email Protection
www.무료 슬롯 머신.com/contact-us
무료 슬롯 머신dia:
Sard Verbinnen & 무료 슬롯 머신
George Sard / Jared Levy / Da무료 슬롯 머신d Isaacs
꽁 머니 카지노 Email Protection
무료 슬롯 머신 Investors:
Charlie Koons
Brunswick Group
+1 (917) 246-1458
무료 슬롯 머신dia:
Jonathan Doorley / Rebecca Kral
Brunswick Group
+1 (917) 459-0419 / +1 (917) 818-9002
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