Oplink Communications Closes Purchase of Majority Interest in Optical Communication Products, Inc. and Reaches Agreement in Prin
06 Giugno 2007 - 2:30PM
Business Wire
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.
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