Oplink Signs Definitive Agreement to Acquire Remaining Shares of Optical Communication Products, Inc.
2007年6月20日 - 8:30PM
ビジネスワイヤ(英語)
Oplink Communications, Inc. (Nasdaq:OPLK) and Optical Communication
Products, Inc. (Nasdaq:OCPI) (�OCP�) today announced that they have
signed a definitive merger agreement by which Oplink will acquire
the remaining 41.9% of OCP�s outstanding common stock for $1.65 per
share in cash. On June 6, 2007, Oplink announced that it had
completed the purchase of a 58.1% interest in OCP from The Furukawa
Electric Co., Ltd. and that it had reached an agreement in
principle with OCP to acquire the remaining shares. Upon completion
of the merger, OCP will become a privately-held company, wholly
owned by Oplink, a leading photonic components, intelligent
modules, and subsystems solution provider. The transaction has been
unanimously approved by the board of directors of OCP, following
the unanimous recommendation of a special committee of independent
directors of the board. OCP designs, manufactures and sells a
comprehensive line of fiber optic components for metropolitan,
local area and fiber-to-the-home networks. OCP�s product lines
include optical transceivers, transmitters and receivers. The
combination of OCP�s capabilities with Oplink�s strengths is
expected to create a company that is positioned to compete more
aggressively in the market for telecommunications and data
communications equipment. �We are delighted to move forward with
our plans to acquire OCP and believe that with this transaction we
have combined the strength of OCP�s active components with Oplink�s
passive expertise to create the industry�s leading solutions for
metro and access applications,� commented Joe Liu, president and
CEO of Oplink. �As a combined company, we will meaningfully broaden
our portfolio of offerings and expand our addressable market and
customer base. Over time, we plan to achieve revenue growth and
cost synergies that are expected to translate into improved
profitability and shareholder returns.� �After careful
consideration of many factors, and following a thorough review with
its independent advisors, the Special Committee and the Board have
unanimously determined that the merger is in the best interests of
OCP and its remaining shareholders,� said Hobart�Birmingham,
Chairman of the Special Committee of the OCP Board of Directors.
�This transaction provides significant value for our shareholders,
representing a 20% premium over the closing price on the last day
of trading prior to the announcement of Oplink�s agreement with
Furukawa.� The completion of the transaction is subject to the
approval of holders of two-thirds of the outstanding OCP shares not
currently held by Oplink. No additional regulatory approvals are
required. This transaction is expected to close by September 2007,
with the exact timing dependent on the review and clearance of
necessary filings by the Securities and Exchange Commission
(�SEC�). OCP will file proxy materials with the SEC for a special
meeting of stockholders to vote on the proposed merger.
Concurrent�with the signing of�the definitive agreement,�Dr. Muoi
V. Tran�resigned from the OCP Board of Directors. In addition, the
OCP Board�has been�expanded to nine members with the appointments
of Joseph Y. Liu, Chieh Chang, Leonard J. Leblanc and Jesse W.
Jack, current�Oplink board members, and Dr. Robert Shih, an�Oplink
officer. Oplink and OCP intend that this board composition will
remain in effect until the merger is closed. About Oplink
Communications, Inc. Incorporated in 1995, Oplink is a leading
provider of design, integration and optical manufacturing solutions
(OMS) for optical networking components and subsystems. The Company
offers advanced and cost-effective optical-electrical components
and subsystem manufacturing through its facilities in Zhuhai and
Shanghai, China. In addition, Oplink maintains a full complement of
optical-centric front-end design, application, and customer service
functions at its headquarters in Fremont, California. The Company's
customers include telecommunications, data communications and cable
TV equipment manufacturers around the globe. Oplink is committed to
providing fully customized, photonic foundry services incorporating
its subsystems manufacturing capabilities. To learn more about
Oplink, visit its web site at: http://www.oplink.com. About Optical
Communication Products, Inc. Founded in 1991, OCP designs,
manufactures and sells a comprehensive line of fiber optic
components for metropolitan, local area and fiber-to-the-home
networks. Its global speed-to-market strategy calls for increased
international market penetration, fast-paced product development
and flexible, turnkey manufacturing capacity. The Company's product
lines include optical transceivers, transmitters and receivers. For
more information, visit OCP's web site at www.OCP-inc.com or
Investor Digest at www.globalprovince.com/ocpiindex.htm. Additional
Information about the Acquisition of the Remaining Shares of OCP
and Where to Find It This communication may be deemed to be
solicitation material in respect of the proposed acquisition of the
remaining shares of OCP by Oplink. In connection with such proposed
acquisition, OCP will file a proxy statement and other materials
with the SEC. We urge investors to read the proxy statement and
these other materials carefully when they become available because
they will contain important information about OCP and the proposed
acquisition. Investors will be able to obtain free copies of the
proxy statement and white proxy card (when available) as well as
other filed documents containing information about OCP at
http://www.sec.gov, the SEC's Web site. Free copies of OCP�s SEC
filings are also available on the investor relations portion of
OCP's web site at www.ocp-inc.com. Participants in the Solicitation
OCP and its executive officers and directors may be deemed, under
SEC rules, to be participants in the solicitation of proxies from
OCP shareholders with respect to the proposed acquisition of the
remaining shares of OCP. Information regarding the officers and
directors of OCP is set forth in OCP�s Proxy Statement on Schedule
14A for its 2007 Annual Meeting of stockholders, filed with the SEC
on December 22, 2006. More detailed information regarding the
identity of potential participants, and their direct or indirect
interests in the transaction, by securities holdings or otherwise,
will be set forth in the proxy statement and other materials to be
filed with the SEC in connection with the proposed acquisition.
Oplink�s Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995 This news release contains
forward-looking statements, including without limitation the
statements regarding the expected timing of the closing of Oplink's
acquisition of the remaining shares of OCP, which involve risks and
uncertainties that may cause results to differ substantially from
expectations. These risks include, but are not limited to, the risk
that the acquisition of the remaining shares of OCP will not be
consummated, which would limit Oplink's ability to integrate the
businesses of Oplink and OCP and realize anticipated synergies, the
risk that even if the acquisition is consummated, Oplink may not
realize the anticipated benefits of the acquisition, the risk that
the transaction will not be well received by customers, employees,
investors or other constituents, and other risks detailed from time
to time in Oplink's periodic reports filed with the Securities and
Exchange Commission, including the Company's latest Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. OCP�s Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995 This release contains forward-looking
statements that involve risks and uncertainties. Actual results may
differ materially from the results predicted. Important factors
which could cause actual results to differ materially from those
expressed or implied in the forward-looking statements include
those detailed under "Risk Factors" and elsewhere in filings with
the Securities and Exchange Commission made from time to time by
OCP, including its periodic filings on Forms 10-K, 10-Q and 8-K.
Other factors that could cause our actual results to differ
materially from those expressed or implied in the forward-looking
statements include (A) factors relating to the Company and the
fiber optic communications industry, such as (i) the risk that our
customers are unable to reduce their inventory levels in the
near-term and (ii) the risk that we are unable to diversify and
increase our customer base; (B) factors relating to the acquisition
of OCP Asia, such as (i) the possibility that the anticipated
benefits from the acquisition cannot be fully realized, (ii) our
ability to successfully integrate the operations of OCP Asia with
those of OCP, and the possibility that costs or difficulties
related to the integration will be greater than expected, (iii) our
ability to implement future business and acquisition strategies,
and (iv) our ability to retain personnel of OCP Asia; (C) factors
relating to our manufacturing contract with SAE Magnetics, such as
the possibility that the expected benefits from that contract will
not be fully realized or will be delayed; (D) factors relating to
doing business in Taiwan and The People's Republic of China, such
as, but not limited to (i) risks relating to political and
diplomatic issues between Taiwan and The People's Republic of
China, (ii) difficulty of managing global operations, including
staffing and managing foreign operations, (iii) differing labor
regulations, and (iv) foreign currency risk; (E) factors relating
to Furukawa�s sale of its shares of OCP capital stock; and (F)
factors relating to Oplink's proposal to acquire the publicly held
shares of OCP capital stock, including the risk that the
acquisition may not be consummated. OCP undertakes no obligation to
release publicly any revisions to any forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
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