Investor Presentaiton
IIVI
Forward-looking Statements
This presentation 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 provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking
statements in this press release 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 previous disclosures.
The Company believes that all forward-looking statements made in this release have a reasonable basis, but there can be no assurance that management's
expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. Factors that could cause actual results to
differ materially from those discussed in the forward-looking statements herein 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 business combination transaction with Coherent (the "Transaction") and the equity
investment by Bain, including the receipt of any required stockholder and regulatory approvals, 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,
including the receipt by Coherent of an unsolicited proposal from a third party; (iv) the Company's ability to finance the Transaction, the substantial indebtedness the
Company 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
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
Coherent's operations with those of the 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 a Transaction materially and adversely affects the respective businesses and operations of the Company and Coherent; (ix) potential adverse reactions or changes
to business relationships resulting from the announcement, pendency or completion of the Transaction; (x) the ability of the Company to retain and hire key
employees; (xi) the risks relating to forward-looking statements and other "Risk Factors" discussed in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2020 and additional risk factors that may be identified from time to time in future filings of the Company; (xii) the purchasing patterns of customers and
end-users; (xiii) the timely release of new products, and acceptance of such new products by the market; (xiv) the introduction of new products by competitors and
other competitive responses; (xv) the Company's ability to integrate 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 and integration efforts; (xvi) the Company's ability to devise
and execute strategies to respond to market conditions; (xvii) the risks to anticipated growth in industries and sectors in which the Company and Coherent operate;
(xviii) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xix) the risks that the Company's stock price will not trade in line
with industrial technology leaders; and (xx) 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. The Company disclaims any obligation to update information contained in these forward-looking statements whether as
a result of new information, future events or developments, or otherwise.
II-VI Incorporated - Export Control Classification EAR99
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