COHERENT Enters into Agreement to Acquire ROFIN-SINAR
Creates Stronger, More Diversified Business with Accelerated Innovation and Enhanced Scale
Transaction Valued at Approximately $942 Million, Expected to Be Accretive to EPS in First Full Year Following Close
Conference Call at 2:00 PM Pacific Time Today
SANTA CLARA, Calif. and PLYMOUTH, Mich. and HAMBURG, Germany –Â Coherent, Inc. ("Coherent") (NASDAQ:COHR), a world leader in lasers and laser-based technology for scientific, commercial and industrial customers, and ROFIN-SINAR Technologies, Inc. ("ROFIN") (NASDAQ:RSTI), one of the world's leading developers and manufacturers of high-performance industrial laser sources and laser-based solutions and components, today announced that their Boards of Directors have unanimously approved a definitive agreement under which Coherent will acquire ROFIN for $32.50 per share in cash, in a transaction valued at approximately $942 million.
ROFIN is a leader in the development and manufacturing of lasers for laser-based industrial material processing applications. The Company possesses a broad portfolio of innovative technologies and its product offerings include solid-state lasers, fiber lasers, diode lasers as well as an extensive range of pulsed laser products and CO(2 )lasers, delivering solutions to a global customer base.
"This transaction is aligned with our strategy of increasing our scale and pursuing accretive growth opportunities," said John Ambroseo, Coherent's President and Chief Executive Officer. "The combination of Coherent and ROFIN represents a unique opportunity to strengthen Coherent's position in materials processing. The addition of ROFIN's complementary portfolio will build on Coherent's capabilities as a world leader in laser and photonics-based technology and solutions and create meaningful value for our stockholders."
Ambroseo added, "Both Coherent's and ROFIN's customers participate in today's most demanding markets and together we will be well-positioned to better meet their evolving needs. This combination will create meaningful opportunities for our customers across the globe as we advance the development of technologies while offering them access to the industry's broadest portfolio of differentiated solutions as well as outstanding application support and customer service."
"We are delighted to announce this combination, which will deliver significant and immediate value for ROFIN stockholders," said Peter Wirth, Chairman of ROFIN's Board of Directors. "It grows out of the successful technological and strategic transformation that ROFIN has been undergoing under the leadership of the Board and management team and the hard work of ROFIN's many talented professionals to execute our strategic plan."
Thomas Merk, ROFIN's President and Chief Executive Officer said, "Coherent and ROFIN are highly complementary both technologically and geographically. Together, we will significantly increase the value we can bring to our customers by creating a better-positioned, highly diversified company with a greater breadth of product offerings and innovation and a comprehensive technology portfolio. Our two companies share similar cultures and we are excited for our customers and employees to benefit from the greater resources and growth prospects that come from being part of a larger organization."
Ambroseo concluded, "ROFIN has an outstanding employee base and we look forward to welcoming them into the Coherent family. Together, we can accelerate the growth of the ROFIN portfolio based on our proven track record of successfully investing in, integrating and working alongside the businesses we have acquired. Given our shared cultures and focus on customers and innovation, we expect a smooth transition."
The transaction is expected to be accretive to earnings per share in the first full year following the close. Coherent expects to realize approximately $30 million in annualized run rate synergies within 18 to 24 months post-closing, achieved through increased efficiencies, leveraging the scale of the combined businesses and optimizing the combined RD portfolio. Additional synergies are expected through accelerated growth from combining the best capabilities from both companies with a presence in over 60 global markets.
Coherent intends to finance the transaction through a combination of cash on hand and fully committed debt financing from Barclays.
The transaction is expected to close within six to nine months, subject to approval by ROFIN stockholders, regulatory approvals in the U.S. and other countries as well as other customary closing conditions.
Advisors
Barclays is acting as financial advisor to Coherent and Wilson Sonsini Goodrich Rosati PC is acting as legal advisor. Greenhill Co., LLC is acting as financial advisor to ROFIN, and Norton Rose Fulbright US LLP is acting as legal advisor.
Conference Call and Webcast
The Company will host a conference call today to discuss the transaction at 2:00 PM Pacific (5:00 PM Eastern). A listen-only broadcast of the conference call can be accessed on the Company's website at http://www.coherent.com/Investors/.
A supplemental presentation of information complementary to the information presented in this release and that will be discussed on the conference call will be made available in the Investor Relations section of the Company's website.
About Coherent
Founded in 1966, Coherent is one of the world's leading providers of lasers and laser-based technology for scientific, commercial and industrial customers. Our common stock is listed on the Nasdaq Global Select Market and is part of the Russell 2000 and Standard & Poor's SmallCap 600 Index. For more information about Coherent, visit the Company's website at http://www.coherent.com/ for product and financial updates.
About ROFIN
With 40 years of experience, ROFIN-SINAR Technologies is a leading developer, designer and manufacturer of lasers and laser-based system solutions for industrial material processing applications. The Company focuses on developing key innovative technologies and advanced production methods for a wide variety of industrial applications based on a broad scope of technologies. The Company's shares trade on the NASDAQ Global Select Market under the symbol RSTI and are listed in Germany in the "Prime Standard" segment of the Frankfurt Stock Exchange under ISIN US7750431022. ROFIN is part of the Standard & Poor's SmallCap 600 Index and the Russell 2000 Index. Additional information is available on the Company's home page: www.rofin.com.
SOURCE Coherent, Inc.
CONTACT: Coherent, Joele Frank, Wilkinson Brimmer Katcher, Jed Repko / Kate Beers, 415-869-3950, - or - Matthew Sherman / Joe Millsap, 212-355-4449, ROFIN-SINAR, Investor Contact: ROFIN-SINAR, Katharina Manok, 011-49-40-733-63-4256, - or -734-416-0206, Media Contacts: Abernathy MacGregor, Mike Pascale / Neil Maitland, 212-371-5999, mmp@abmac.com, nam@abmac.com
Web Site: http://www.coherent.com
