SANTA CLARA, Calif., Feb. 12 /PRNewswire-FirstCall/ -- Coherent, Inc.
(Pink Sheets: COHR) today announced that it expects to commence a modified
"Dutch Auction" tender offer to purchase up to 7,628,000 shares of its
common stock at a price per share not less than $26 and not greater than
$29.50. The tender offer is expected to begin on February 15, 2008, and to
expire on March 17, 2008, unless extended. The number of shares proposed to
be purchased in the tender offer represents approximately 24.2 percent of
Coherent's currently outstanding shares. Tenders of shares must be made
prior to the expiration of the tender offer and may be withdrawn at any
time prior to that time.
Upon the terms and subject to the conditions of the tender offer,
Coherent's stockholders will have the opportunity to tender some or all of
their shares at a price within the $26 to $29.50 per share range. Based on
the number of shares tendered and the prices specified by the tendering
stockholders, Coherent will determine the lowest per-share price within the
range that will enable it to buy 7,628,000 shares, or such lesser number of
shares that are tendered and not withdrawn. All shares accepted in the
tender offer will be purchased at the same price per share even if the
stockholder tendered at a lower price. If stockholders tender more than
7,628,000 shares at or below the purchase price per share, Coherent will
purchase the shares tendered at or below the determined purchase price by
those stockholders, subject to proration and certain other factors.
The tender offer will not be contingent upon any minimum number of
shares being tendered. The tender offer, however, will be subject to
certain conditions. None of Coherent, its board of directors, the dealer
manager, the depositary, or the information agent is making any
recommendations to stockholders as to whether to tender or refrain from
tendering their shares into the tender offer. Stockholders must decide how
many shares they will tender, if any, and the price within the stated range
at which they will offer their shares for purchase by Coherent. The terms
and conditions of the tender offer will be described in an offer to
purchase (the "Offer to Purchase") and related letter of transmittal (the
"Letter of Transmittal") to be distributed to holders of Coherent common
stock.
Coherent's directors and executive officers have advised Coherent that
they do not intend to tender any of their shares in the tender offer.
Additionally, Coherent has approved a repurchase program of up to an
additional $25 million worth of its common stock following the completion
or termination of the tender offer and terminating no later than February
11, 2009 under its stock repurchase program.
Merrill Lynch & Co. will act as dealer manager for the tender offer.
The information agent is Georgeson Shareholder Communications Inc., and the
depositary is American Stock Transfer & Trust Company. The Offer to
Purchase, the Letter of Transmittal and related documents shortly will be
mailed to stockholders of record and also will be made available for
distribution to beneficial owners of Coherent's common stock. For questions
and information, please call the information agent toll-free at
1-877-868-4962.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES
OF COHERENT INC. COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT
TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT
COHERENT WILL DISTRIBUTE TO ITS STOCKHOLDERS AFTER COHERENT, INC. FILES
WITH THE SECURITIES AND EXCHANGE COMMISSION ITS "SCHEDULE TO" AND OFFER TO
PURCHASE. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO,
THE TENDER OFFER. AFTER COHERENT, INC. FILES ITS "SCHEDULE TO" AND OFFER TO
PURCHASE WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2008,
STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER
STATEMENT ON "SCHEDULE TO," THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND OTHER DOCUMENTS THAT COHERENT WILL BE FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT http://WWW.SEC.GOV OR BY
CONTACTING GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT
FOR THE TENDER OFFER, AT 1-877-868-4962. STOCKHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO
THE TENDER OFFER.
Forward Looking Statements
This press release contains forward-looking statements, as defined
under the Federal securities laws. These forward-looking statements include
statements regarding Coherent's expectation regarding the timing for filing
its Schedule TO, Offer to Purchase and other tender offer documents and
launching and completing its common stock tender offer. These
forward-looking statements are not guarantees and are subject to risks,
uncertainties and assumptions that could cause the timing of the filing of
the Schedule TO, Offer to Purchase and other tender documents and launching
and completing the tender offer to differ materially and adversely from the
timing expressed in the forward-looking statements in this press release.
Factors that could cause actual results to differ materially include risks
and uncertainties, including but not limited to risks associated with the
completion of the review and preparation of such filings and the review and
completion of our application by the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as to Coherent's expectations as of the date
hereof. Coherent undertakes no obligation to update these forward-looking
statements as a result of events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events. Notwithstanding anything
in this press release, the safe harbor protections of the Private
Securities Litigation Reform Act of 1995, do not apply to statements made
in connection with a tender offer.
Founded in 1966, Coherent, Inc. is a world leader in providing
photonics based solutions to the commercial and scientific research
markets.
Please direct any questions to Leen Simonet, Executive Vice President
and Chief Financial Officer at 408-764-4161.
SOURCE Coherent, Inc.
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Related links:
http://www.coherent.com
CONTACT:
Leen Simonet of Coherent, Inc.,
+1-408-764-4161
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