Skip to content
primarysourced Photonics sector Coherent
COHR
~8 min read · 1,729 words ·updated 2026-04-29 · confidence 63%

Coherent Inc. acquisition and rename (2021–2022)

The acquisition of legacy Coherent, Inc. was the largest M&A transaction in II-VI Incorporated’s history, the most contested public-company photonics deal of the post-2020 cycle, and the event that ended the II-VI brand. It involved three competing bidders, four distinct bid revisions, a $217.6M termination fee paid to a losing bidder by the target, a private-equity convertible-preferred financing structure carrying a board seat that persists to today, and a deliberate post-merger rebrand. The chronology below uses primary-source press releases and SEC filings.

The bidding war (Jan – Mar 25, 2021)

Three bidders. The cadence collapsed into a two-week period in March 2021 after Coherent’s board signed a definitive agreement with the first bidder, only to be subsequently approached with superior bids.

DateEventBid value
Jan 19, 2021Lumentum announces definitive agreement to acquire Coherent, Inc. — initial public bid~$5.7B (cash + stock)
Mar 8, 2021Coherent + Lumentum sign revised definitive merger agreement~$6.4B (terms revised)
early Mar 2021II-VI publicly enters bidding with proposal~$6.5B initial
early Mar 2021MKS Instruments publicly enters bidding~$6.5B+
Mar 12, 2021Coherent board determines revised II-VI proposal “superior” to existing Lumentum agreement$6.8B II-VI (vs Lumentum agreement)
Mar 16, 2021II-VI announces proposed Bain Capital Series B Convertible Preferred financing to fund the bid$1.0B PE commitment disclosed
Mar 17, 2021Both bidders revise upward in responseLumentum: $6.9B; II-VI: $7.01B
Mar 25, 2021Coherent board accepts II-VI’s $7.01B revised proposal; signs definitive merger agreement; terminates Lumentum agreement$7.01B (II-VI wins)
Mar 25, 2021Coherent pays Lumentum $217.6M termination fee under the Lumentum agreement; II-VI funds the fee$217.6M to Lumentum

Final per-share consideration to Coherent shareholders: $220.00 cash + 0.91 II-VI shares per Coherent share.

Brief correction: the seed brief framed this as “II-VI’s $7.01B closing offer outbid Lumentum’s $7.03B counter-offer.” The closer reading of the primary sources is that II-VI’s $7.01B was the winning revised bid on March 17, 2021 and that Lumentum’s $6.9B counter on the same day was inferior; the brief’s “$7.03B Lumentum counter” appears to be either a different bid revision or a misremembered figure. Coverage in optics.org and electrooptics.com documents Lumentum’s last revised offer at $6.9B, not $7.03B. The $217.6M termination-fee figure is correct and is corroborated by Coherent press releases. ◐ — flag for further proxy-statement verification.

The Bain Capital financing structure

To fund the cash component of the $7.01B bid without over-levering the post-Finisar balance sheet, II-VI structured a private-equity convertible-preferred financing with Bain Capital alone (specifically through affiliate BCPE Watson (DE) SPV, LP). No other PE or strategic investor participated in the equity tranche.

TrancheDateSharesPriceAggregate
Series B-1 Convertible Preferred (signing-date)Mar 31, 202175,000$10,000/share$750M
Series B-2 Convertible Preferred (closing-date commitment)Jul 1, 2022105,000$10,000/share$1,050M
Series B-2 add-on commitment (announced Jun 9, 2021)Jul 1, 202235,000$10,000/share$350M
Total Series B Convertible Preferred215,000$2,150M (~$2.15B)

Series B economic terms:

  • Dividend: 5.00% per annum, payable in-kind (PIK) — capitalized to principal — through the fourth anniversary; thereafter at company option in cash, in-kind, or combination
  • Conversion price: $85.00 per II-VI common share
  • Voting: Series B-1 became voting shares upon expiration of the HSR Act waiting period on June 3, 2021
  • Board representation: Steve Pagliuca (Senior Advisor, Bain Capital) sits on the Coherent board through this relationship

Brief correction: the seed brief identified the Series B as a “Series B Mandatory Convertible Preferred” and listed “Bain Capital + Senator Investment Group” as co-holders. Both elements are inaccurate per primary-source filings: (1) the Series B is a Convertible Preferred with optional conversion at $85, not a Mandatory Convertible (Mandatory Convertibles auto-convert at maturity; II-VI’s Series B does not); and (2) Senator Investment Group is not disclosed as a participant in any II-VI/Coherent press release or SEC filing. The 2021 financing was Bain-Capital-only via the BCPE Watson SPV. The Senator claim has been removed from this knowledge base. ⚠

The convertible-preferred path was a deliberate trade-off. II-VI’s post-Finisar balance sheet (Sep 2019 close) was already carrying ~$2B in new acquisition debt; layering an additional ~$3.5B+ of cash-funded debt for the Coherent Inc. deal would have been onerous. PIK-dividend convertible preferred kept the cash interest burden low (PIK accretes principal rather than draining cash) and provided a path to common conversion if the share price rose materially above $85 — which it has, especially post-NVIDIA-investment in March 2026.

Regulatory clearance and closing (Jun 28 – Jul 1, 2022)

The deal cleared all jurisdictions other than China by H1 2022. China’s SAMR issued antitrust clearance on June 28, 2022 — almost exactly a year after Coherent’s shareholders approved the deal in 2021. The merger closed three days later on July 1, 2022.

At closing:

  • 215,000 shares of Series B Convertible Preferred fully outstanding to Bain Capital affiliates
  • Combined entity continued operating under the II-VI Incorporated name and IIVI ticker from July 1 through September 7, 2022
  • Coherent shareholders received their $220.00 cash + 0.91 IIVI shares per share consideration
  • Legacy Coherent Inc.’s independent ticker COHR was retired

The September 8, 2022 rename

Two months after closing, on September 8, 2022, II-VI Incorporated announced the legal name change to Coherent Corp. The press release stated the new name and brand identity took effect “immediately,” with the ticker change from IIVI to COHR effective the same day. New brand identity, logos, and corporate communications launched simultaneously.

Brief clarification: the seed brief stated the rename was “September 1, 2022.” The primary-source press release announcing the rename is dated September 8, 2022, and characterizes the rename as effective “immediately” — i.e., the legal effective date is on or about September 8, 2022, not September 1. Pre-merger product branding and websites continued through subsequent months as the brand transition was implemented. ✓

The COHR ticker that trades today is the renamed IIVI ticker — i.e., the legal continuation of II-VI Incorporated’s CUSIP/ticker history under a new symbol — NOT the legacy Coherent Inc. ticker COHR (which was retired at the merger close on July 1, 2022). CIK 0000820318 is the II-VI CIK that continues today.

What legacy Coherent Inc. brought (the asset stack)

Legacy Coherent, Inc. — founded May 1966 by six engineers in Palo Alto, California with $10,000 of capital — was the global leader in industrial fiber lasers and life-sciences instrumentation at the time of the deal. The acquisition added:

  • Industrial fiber lasers — cutting, welding, additive manufacturing (3D printing), marking. Coherent’s industrial-laser franchise was historically a peer-leader to IPG Photonics in fiber lasers and was the dominant player in CO₂ industrial lasers via the legacy Rofin-Sinar acquisition (2016).
  • Life-sciences instrumentation — bio-instrumentation lasers, flow-cytometry sources, fluorescence microscopy lasers
  • Ultrafast lasers — femtosecond and picosecond lasers for materials processing, micromachining, and ophthalmic applications
  • Excimer lasers — DUV sources for semiconductor lithography support, annealing
  • HOPS-style precision optics — visible-and-IR precision optics inherited through legacy Coherent’s serial acquisitions

These assets became the foundation of the post-merger Lasers segment in the reorganized Coherent Corp. structure (alongside Materials and Networking).

Brief addition: the seed brief did not mention that legacy Coherent Inc. had itself acquired Rofin-Sinar Technologies in 2016 for ~$942M — that earlier deal had brought Rofin’s CO₂ and ultrafast portfolios under the Coherent Inc. roof. The post-2022 Lasers segment effectively combines two layers of M&A history: II-VI’s own laser-component additions (HIGHYAG, Marlow) and legacy Coherent’s industrial-and-instrumentation laser stack including Rofin-Sinar. ✓

Strategic rationale for the rename

Three rationales (see also ii vi legacy):

  1. Brand recognition asymmetry — Coherent Inc.’s 56-year history made the name dramatically more recognizable in industrial-laser and life-sciences end markets than II-VI was.
  2. Customer continuity — preserving the Coherent name on legacy Coherent products reduced re-branding friction for the acquired customer base.
  3. Single brand identity — eliminated parallel-branding costs and clarified equity-market positioning of the merged entity.

Aftermath and ongoing implications

  • Bain Capital is a meaningful shareholder. Even before any conversion, the 215,000 shares of Series B Preferred at $85 conversion price would convert to approximately 25.3M common shares — a substantial position relative to the post-merger common share count.
  • PIK accretion compounds the position. The 5.00% PIK dividend payable in-kind through year four (i.e., into 2025) means the Bain stake has accreted in face value rather than been amortized.
  • Steve Pagliuca’s board seat persists through the Bain relationship.
  • Pennsylvania corporate law governs the related-party-transactions framework around the Bain investment (see governance).
  • Sherman, Texas Finisar fab — still the photonics franchise; the legacy Coherent Inc. industrial-laser business operates separately within the Lasers segment with limited overlap to the InP/transceiver Communications segment.

Cross-references

  • Timeline — full chronology
  • II-VI legacy — pre-acquisition trajectory of the surviving entity
  • Finisar acquisition — the prior 2019 deal that defines the photonics franchise
  • Leadership — Mattera architected this deal; Anderson/Luther arrived post-rename
  • Governance — Bain Capital relationship + PA corporate-law specifics
  • Financials — capital-structure overhang from Series B Preferred
  • Counter-bidder peer: Lumentum (LITE) — collected the $217.6M termination fee
  • Counter-bidder peer: MKS Instruments (no peer site) — third bidder

Sources