Investor Presentaiton
Transaction Overview
Transaction
Consideration
Per Share
Consideration
Sources of
Financing
Approval Process
Expected Timeline
Financial Highlights
Approximately $3.2 billion of total equity value
Finisar shareholders to own approximately 31% of the combined company
$26.00 per share
$15.60 in cash and 0.2218 shares of II-VI common stock, valued at $10.40 per share based on the closing price of II-VI's
common stock of $46.88 on November 8, 2018
Fixed exchange ratio
$2.0 billion of new funded debt in the form of fully committed financing (in addition to $450mm unfunded revolver)
Permanent financing expected to come through pro rata market and institution loan markets
Revolver and TLA, 5 year tenor; TLB, 7 year tenor, blended interest rate expected L+225
Expect to de-lever to current levels within 2 years
$1.0 billion of combined balance sheet cash
$1.4 billion of equity issued to Finisar shareholders
Approval by II-VI and Finisar shareholders
Regulatory approvals
Middle of calendar year 2019, subject to customary closing conditions
$150mm of expected annual cost synergies realized within 36 months of close
Expected to drive accretion in Non-GAAP earnings-per-share for the first full year post close of approximately 10% and more
than double that thereafter
II-VI
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