Optical Communication (NASDAQ:OCPI)
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Oplink Communications, Inc. (Nasdaq: OPLK)
(“Oplink”) today
announced it has closed its previously announced transaction with The
Furukawa Electric Co., Ltd. (“Furukawa”)
to acquire Furukawa’s 58.1% stake in Optical
Communication Products, Inc. (Nasdaq: OCPI) (“OCP”)
for $1.50 per share, payable in cash and stock of Oplink. Separately,
Oplink and the Special Committee of OCP’s
Board of Directors announced that they have reached an agreement in
principle whereby Oplink would acquire the remaining 41.9% of OCP common
stock not owned by Oplink for $1.65 per share in cash.
Completion of the acquisition of the remaining shares of OCP is subject
to the execution of a definitive merger agreement, the affirmative vote
of two-thirds of the outstanding OCP shares not owned by Oplink, and
customary closing conditions. This transaction is expected to be
completed by the end of the third quarter of calendar 2007.
Additional details on the proposed transaction will be forthcoming in
filings with the Securities and Exchange Commission following the
execution of a definitive merger agreement.
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.
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. 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.