Optical Communication (NASDAQ:OCPI)
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From Jul 2019 to Jul 2024
Optical Communication Products, Inc.’s
(Nasdaq: OCPI) (“OCP”)
board of directors today announced that they have elected Joseph Y. Liu
as non-executive chairman of the board. Mr. Liu is currently president
and chief executive officer of Oplink Communications, Inc. (Nasdaq:
OPLK) (“Oplink”) and
has been an OCP board member since his appointment on June 19, 2007. Mr.
Liu succeeds Dr. Muoi V. Tran, who resigned in June.
On June 6, 2007, Oplink completed its purchase of a 58.1% interest in
OCP from The Furukawa Electric Co., Ltd., and on June 19 Oplink and OCP
signed a definitive merger agreement by which Oplink will acquire OCP’s
remaining shares, subject to approval of two-thirds of the outstanding
OCP shares not currently held by Oplink.
As part of the merger agreement, OCP’s board
was expanded to nine members, with the appointments of Joseph Y. Liu,
Leonard J. Leblanc, Chieh Chang and Jesse W. Jack, current Oplink board
members, and Dr. Robert Shih, an Oplink officer. The other members of
the Board are Philip F. Otto, OCP’s president
and CEO, and OCP’s independent directors,
Hobart Birmingham, Dr. Stewart D. Personick and David Warnes. Oplink and
OCP intend that this board composition will remain in effect until the
proposed acquisition is completed.
This transaction is expected to close in September 2007. Upon completion
of the acquisition, OCP will become a privately-held company and wholly
owned subsidiary of Oplink, a leading photonic components, intelligent
modules, and subsystems solution provider.
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.
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.
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.