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II‐VI Inc has completed its long-awaited acquisition of Finisar Corporation. The acquisition of Finisar was first announced November 9, 2018. Under the terms of the merger agreement, Finisar shareholders will receive on average $15.60 in cash and 0.2218 shares of II-VI common stock per 1.0 share of Finisar common stock depending on each shareholder’s election as laid out in the merger agreement. This transaction is fully taxable to Finisar shareholders.

The company expects to achieve $150 M in run rate synergies over the next three years. The financing for the transaction was $1.9B of cash raised in a combination of Term Loans A and B with a combined interest rate of L+251 and $1.1B of the company’s stock. Finisar shareholder will own approximately 32% of the combined company.

According to Dr. Vincent D. Mattera, Jr., Chief Executive Officer, II-VI Inc, with the acquisition, the company is taking a giant leap forward in its scale to serve a significantly increasing addressable market. The powerful combination of II-VI and Finisar makes them the global leader in optical communications and continues their leadership in other key end markets, with a world-class product portfolio and deep technology expertise that enables them to offer more tightly integrated solutions and exceptional overall value for customers.

Todd Swanson, Finisar’s Chief Operating Officer and co-CEO, believes that with nearly 80 years of combined business leadership in photonics and compound semiconductors, it makes sense for Finisar to join the II-VI family to continue to deliver the best products and solutions possible. Thanks to the talents of numerous individuals across this new global powerhouse, II-VI and Finisar are ready to merge into one highly efficient and seamless company with a common culture, vision and mission.

II‐VI is not providing updated guidance for its first quarter at this time. In the quarter end earnings call in early November, the company will provide more details to Finisar’s contributions to the first quarter. II-VI will be led by a proven leadership team that leverages the strengths of the combined company. The executive officers list includes:

• Dr. Vincent D. Mattera, Jr – Chief Executive Officer
• Walter R. Bashaw II –  President
• Mary Jane Raymond –  Chief Financial Officer
• Dr. Giovanni Barbarossa – Chief Strategy Officer, II-VI Incorporated and President, Compound Semiconductors
• Jo Anne Schwendinger – Chief Legal & Compliance Officer, Corporate Secretary
• Dr. Christopher Koeppen – Chief Technical Officer

II‐VI will continue to leverage a Board of Directors comprised of seasoned executives and thought leaders from highly diverse industries. The company will be organized into two segments called Photonic Solutions and Compound Semiconductors. These segments will be led by:

• Dr. Giovanni Barbarossa – Chief Strategy Officer, II-VI Incorporated and President, Compound Semiconductors
• Sunny Sun – President, Photonic Solutions

The Compound Semiconductors Segment is expected to be a market leader in differentiated materials and devices such as those based on gallium arsenide, indium phosphide, gallium nitride and silicon carbide, by independently driving investments that advance its technology roadmaps.

The Photonic Solutions Segment leverages II-VI’s compound semiconductor technology platforms to deliver components and subsystems that are differentiated based on deep knowledge of end user applications for key end markets.