Oplink Signs Definitive Agreement to Acquire Remaining Shares of Optical Communication Products, Inc.

  
    
  
  
    
      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.