Optical Communication (NASDAQ:OCPI)
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Oplink Communications, Inc. (Nasdaq:OPLK) and Optical Communication
Products, Inc. (Nasdaq:OCPI) (“OCP”)
today announced that they have signed a definitive merger agreement by
which Oplink will acquire the remaining 41.9% of OCP’s
outstanding common stock for $1.65 per share in cash. On June 6, 2007,
Oplink announced that it had completed the purchase of a 58.1% interest
in OCP from The Furukawa Electric Co., Ltd. and that it had reached an
agreement in principle with OCP to acquire the remaining shares. Upon
completion of the merger, OCP will become a privately-held company,
wholly owned by Oplink, a leading photonic components, intelligent
modules, and subsystems solution provider.
The transaction has been unanimously approved by the board of directors
of OCP, following the unanimous recommendation of a special committee of
independent directors of the board.
OCP designs, manufactures and sells a comprehensive line of fiber optic
components for metropolitan, local area and fiber-to-the-home networks.
OCP’s product lines include optical
transceivers, transmitters and receivers. The combination of OCP’s
capabilities with Oplink’s strengths is
expected to create a company that is positioned to compete more
aggressively in the market for telecommunications and data
communications equipment.
“We are delighted to move forward with our
plans to acquire OCP and believe that with this transaction we have
combined the strength of OCP’s active
components with Oplink’s passive expertise to
create the industry’s leading solutions for
metro and access applications,” commented Joe
Liu, president and CEO of Oplink. “As a
combined company, we will meaningfully broaden our portfolio of
offerings and expand our addressable market and customer base. Over
time, we plan to achieve revenue growth and cost synergies that are
expected to translate into improved profitability and shareholder
returns.”
“After careful consideration of many factors,
and following a thorough review with its independent advisors, the
Special Committee and the Board have unanimously determined that the
merger is in the best interests of OCP and its remaining shareholders,”
said Hobart Birmingham, Chairman of the Special Committee of the OCP
Board of Directors. “This transaction
provides significant value for our shareholders, representing a 20%
premium over the closing price on the last day of trading prior to the
announcement of Oplink’s agreement with
Furukawa.”
The completion of the transaction is subject to the approval of holders
of two-thirds of the outstanding OCP shares not currently held by
Oplink. No additional regulatory approvals are required. This
transaction is expected to close by September 2007, with the exact
timing dependent on the review and clearance of necessary filings by the
Securities and Exchange Commission (“SEC”).
OCP will file proxy materials with the SEC for a special meeting of
stockholders to vote on the proposed merger.
Concurrent with the signing of the definitive agreement, Dr. Muoi V.
Tran resigned from the OCP Board of Directors. In addition, the OCP
Board has been expanded to nine members with the appointments of Joseph
Y. Liu, Chieh Chang, Leonard J. Leblanc and Jesse W. Jack,
current Oplink board members, and Dr. Robert Shih, an Oplink officer.
Oplink and OCP intend that this board composition will remain in effect
until the merger is closed.
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.
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.
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,
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.