SAN
JOSE, Calif., July 29,
2022 /PRNewswire/ -- Lumentum Holdings Inc. (NASDAQ:
LITE) ("Lumentum") and NeoPhotonics Corporation (NYSE: NPTN)
("NeoPhotonics") today announced, in connection with Lumentum's
pending acquisition of NeoPhotonics, that Lumentum has obtained
antitrust clearance from the People's
Republic of China's State Administration for Market
Regulation. This clearance satisfies the acquisition's closing
condition set forth in the previously announced merger agreement
regarding the receipt of antitrust approval in the People's Republic of China. As such,
Lumentum currently expects that the NeoPhotonics acquisition will
close on or around August 3,
2022.
Under the terms of merger agreement, each share of NeoPhotonics
common stock will be converted into the right to receive
$16.00 in cash upon the completion of
the transaction.
About Lumentum
Lumentum (NASDAQ: LITE) is a market-leading designer and
manufacturer of innovative optical and photonic products enabling
optical networking and laser applications worldwide. Lumentum
optical components and subsystems are part of virtually every type
of telecom, enterprise, and data center network. Lumentum lasers
enable advanced manufacturing techniques and diverse applications
including next-generation 3D sensing capabilities. Lumentum is
headquartered in San Jose,
California with R&D, manufacturing, and sales offices
worldwide. For more information, visit www.lumentum.com and
follow Lumentum on LinkedIn, Twitter, Facebook, Instagram, and
YouTube.
About NeoPhotonics
NeoPhotonics (NYSE: NPTN) is a leading developer and
manufacturer of lasers and optoelectronic solutions that transmit,
receive and switch high-speed digital optical signals for Cloud and
hyper-scale data center internet content providers and telecom
networks. NeoPhotonics' products enable cost-effective, high-speed
over distance data transmission and efficient allocation of
bandwidth in optical networks. NeoPhotonics maintains headquarters
in San Jose, California and ISO
9001:2015 certified engineering and manufacturing facilities in
Silicon Valley (USA), Japan and China. For additional information visit
www.neophotonics.com.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements generally relate to future events, including the timing
of the proposed transaction and other information related to the
proposed transaction. In some cases, you can identify
forward-looking statements because they contain words such as
"may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or
the negative of these words or other similar terms or expressions
that concern the proposed transaction and our expectations,
strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to,
(i) expectations regarding the timing, completion and expected
benefits of the proposed transaction, (ii) plans, objectives and
intentions with respect to future operations, customers and the
market, and (iii) the expected impact of the proposed transaction
on the business of the parties. Expectations and beliefs regarding
these matters may not materialize, and actual results in future
periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. These
risks include the risk that the transaction may not be completed in
a timely manner or at all; the ability to secure regulatory
approvals on the terms expected in a timely manner or at all; the
effect of the announcement or pendency of the transaction on our
business relationships, results of operations and business
generally; risks that the proposed transaction disrupts current
plans and operations; the risk of litigation and/or regulatory
actions related to the proposed transaction; potential impacts of
the Covid-19 pandemic; changing supply and demand conditions in the
industry; and general market, political, economic and business
conditions. The forward-looking statements contained in this
communication are also subject to other risks and uncertainties,
including those more fully described in filings with the Securities
and Exchange Commission, including reports filed on Form 10-K, 10-Q
and 8-K and in other filings made by NeoPhotonics and Lumentum with
the SEC from time to time and available at www.sec.gov. These
forward looking statements are based on current expectations, and
with regard to the proposed transaction, are based on Lumentum's
and NeoPhotonics' current expectations, estimates and projections
about the expected date of closing of the proposed transaction and
the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by NeoPhotonics
and Lumentum, all of which are subject to change. The parties
undertake no obligation to update the information contained in this
communication or any other forward-looking statement.
Additional Information and Where to Find It
This
communication is being made in respect of a proposed transaction
involving Lumentum and NeoPhotonics. NeoPhotonics filed a
definitive proxy statement on Schedule 14A with the Securities and
Exchange Commission (the "SEC") on December
23, 2021 in connection with the proposed transaction. Under
the proposed terms, promptly after filing its proxy statement with
the SEC, NeoPhotonics mailed or otherwise made available the proxy
statement and a proxy card to each stockholder entitled to vote at
the annual meeting relating to the proposed transaction. This
communication is not a substitute for the proxy statement or any
other document that NeoPhotonics may file with the SEC or send to
its stockholders in connection with the proposed transaction. The
proxy statement described above contains important information
about the proposed transaction and related matters. NEOPHOTONICS
STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE
DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
LUMENTUM AND NEOPHOTONICS URGE INVESTORS AND SECURITY HOLDERS TO
READ THE PROXY STATEMENT DESCRIBED ABOVE ANDOTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILLCONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders are able to
obtain the preliminary proxy statement, the definitive proxy
statement and other relevant materials in connection with the
proposed business combination (when they are available and filed)
free of charge at the SEC's website, www.sec.gov. Copies of
documents filed with the SEC by Lumentum (when they become
available) may be obtained free of charge on Lumentum's website at
www.lumentum.com or by contacting Lumentum's Investor
Relations Department at investor.relations@lumentum.com. Copies of
documents filed with the SEC by NeoPhotonics (when they become
available) may be obtained free of charge on NeoPhotonics' website
at https://ir.NeoPhotonics.com or by contacting NeoPhotonics'
Investor Relations at ir@neophotonics.com.
No Offer
This communication does not constitute an
offer to sell, or a solicitation of an offer to buy, any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering would be unlawful.
Category: Financial
Contact Information:
Lumentum
Investors: Kathy Ta, (408) 750-3853;
investor.relations@lumentum.com
Media: Sean Ogarrio, (408)
546-5405; media@lumentum.com
NeoPhotonics
Investors: Sapphire Investor
Relations, LLC, Erica Mannion,
Investor Relations, (617) 542-6180, ir@neophotonics.com
Media: LouVan Communications, Inc., Michael Newsom, (617) 803-5385,
mike@louvanpr.com
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SOURCE Lumentum
