Rofin-Sinar Technologies Inc., a laser-products company contending with a harsh proxy fight, has struck a $ 942 million deal for a sale to Coherent Inc.
The $ 32.50-a-share deal provides a 42% premium to Rofin-Sinar's Wednesday closing price of $ 22.91. Rofin-Sinar shares were slightly above the deal price in recent-after hours trading, rising 44% to $ 33.
Rofin-Sinar will postpone its annual meeting, which had been scheduled for Thursday.
Coherent expects the deal to close within six to nine months, and expects it to add to earnings per share in the first full year after closing.
Coherent said the purchase will strengthen its position in materials processing. It expects about $ 30 million of annual savings within 18 to 24 months of closing.
Coherent's laser products are used for a wide range of applications including defense, graphic arts, life sciences and materials processing. For the year ended Oct. 3, the Santa Clara, Calif., company had net sales of $ 802.5 million.
Rofin-Sinar, which has operational headquarters in Plymouth, Mich., and Hamburg, Germany, posted net sales of $ 519.6 million for the year ended Sept. 30. It serves the semiconductor, automotive, machine-tool and solar sectors, among others.
Coherent is entitled to a $ 65 million termination fee if Rofin-Sinar ends the deal in favor of an alternative acquisition proposal.
London-based activist investor SilverArrow Capital Advisors disclosed a 9.4% Rofin-Sinar stake in October and said it would nominate three people to Rofin-Sinar's board, claiming the company suffered from "misguided strategy" and "poor board oversight."
In January, Rofin-Sinar said it offered to add one of SilverArrow's proposed directors to its board, and called the other two nominees "unsuitable for a number of reasons."
This week, SilverArrow and Rofin-Sinar fought over the alleged actions of a Rofin-Sinar employee. SilverArrow claimed that Rofin-Sinar didn't disclose an "embezzlement case." Rofin-Sinar said SilverArrow's contentions were "factually inaccurate," and said it reported the incident to law enforcement immediately after discovering the "rogue employee's fraudulent actions."
Write to Josh Beckerman at josh.beckerman@wsj.com
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