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OCPI Optical Communic Proda (MM)

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Share Name Share Symbol Market Type
Optical Communic Proda (MM) NASDAQ:OCPI NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Delaware Court Denies Oplink's Request to Expedite Proceedings in Its Challenge to the 30-Day Shareholder Rights Plan Recently A

18/05/2007 5:18am

Business Wire


Optical Communication (NASDAQ:OCPI)
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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.

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