Delaware Court Denies Oplink's Request to Expedite Proceedings in Its Challenge to the 30-Day Shareholder Rights Plan Recently A
18 Maggio 2007 - 6:18AM
Business Wire
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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