Optical Communication (NASDAQ:OCPI)
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From Jul 2019 to Jul 2024
The Special Committee of Optical Communication Products, Inc.’s
(Nasdaq: OCPI) (“OCP”)
Board of Directors today announced that the Delaware Court of Chancery
has denied the request by Oplink Communications, Inc. (“Oplink”)
to expedite the proceedings in Oplink’s
lawsuit over the 30-day shareholder rights plan OCP recently implemented
to protect the interests of its minority shareholders.
In its lawsuit, Oplink requested expedited discovery and for the trial
to begin in June. Yesterday, the Court denied Oplink’s
requests, stating that Oplink had failed to meet the legal requirements
under Delaware law for obtaining an expedited proceeding.
On April 23, OCP’s Board of Directors
received a letter from Oplink indicating it had entered into a stock
purchase agreement with The Furukawa Electric Co., Ltd. (“Furukawa”)
to purchase Furukawa’s interest in OCP’s
outstanding common stock for $1.50 per share, payable in cash and stock
of Oplink. Furukawa beneficially owns 58.1% of OCP’s
outstanding common stock as of March 31, 2007. In addition, Oplink
proposed to purchase OCP’s remaining
outstanding common stock not owned by Furukawa for $1.50 per share.
On May 3, the Special Committee of OCP’s
Board of Directors approved a limited shareholder rights plan in order
to safeguard the interests of OCP’s minority
shareholders. Under the plan, the Special Committee declared a dividend
distribution of one right for each outstanding share of OCP common stock
to shareholders of record as of May 14, 2007.
A copy of the shareholder rights plan is available on the investor
relations portion of OCP’s web site at www.ocp-inc.com.
About Optical Communication Products, Inc. (OCP)
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.
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 GigaComm, 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 GigaComm 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 GigaComm; (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; and (E) factors relating to Oplink’s
pending acquisition of the shares of OCP capital stock beneficially
owned by Furukawa and Oplink’s proposal to
acquire the remaining outstanding capital stock of OCP by means of a
merger. 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.