Optical Communication Products Elects Joseph Y. Liu as Non-Executive Chairman
2007年8月2日 - 5:15AM
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Optical Communication Products, Inc.�s (Nasdaq: OCPI) (�OCP�) board
of directors today announced that they have elected Joseph Y. Liu
as non-executive chairman of the board. Mr. Liu is currently
president and chief executive officer of Oplink Communications,
Inc. (Nasdaq: OPLK) (�Oplink�) and has been an OCP board member
since his appointment on June 19, 2007. Mr. Liu succeeds Dr. Muoi
V. Tran, who resigned in June. On June 6, 2007, Oplink completed
its purchase of a 58.1% interest in OCP from The Furukawa Electric
Co., Ltd., and on June 19 Oplink and OCP signed a definitive merger
agreement by which Oplink will acquire OCP�s remaining shares,
subject to approval of two-thirds of the outstanding OCP shares not
currently held by Oplink. As part of the merger agreement, OCP�s
board was expanded to nine members, with the appointments of Joseph
Y. Liu, Leonard J. Leblanc, Chieh Chang and Jesse W. Jack,
current�Oplink board members, and Dr. Robert Shih, an�Oplink
officer. The other members of the Board are Philip F. Otto, OCP�s
president and CEO, and OCP�s independent directors, Hobart
Birmingham, Dr. Stewart D. Personick and David Warnes. Oplink and
OCP intend that this board composition will remain in effect until
the proposed acquisition is completed. This transaction is expected
to close in September 2007. Upon completion of the acquisition, OCP
will become a privately-held company and wholly owned subsidiary of
Oplink, a leading photonic components, intelligent modules, and
subsystems solution provider. 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. 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.
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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