SAN JOSE, Calif., Nov. 26, 2012 /PRNewswire/ -- Oclaro, Inc.
(NASDAQ: OCLR), a tier-one provider and innovator of optical
communications and laser solutions, today announced that it has
signed a definitive agreement to sell the assets of its
Santa Rosa thin film filter
business to Photop Technologies, Inc., a wholly-owned subsidiary of
II-VI Incorporated (NASDAQ:IIVI), a global leader in engineered
materials and opto-electronic components. Pursuant to the
agreement, Oclaro will also sell its interleaver product line to
Photop Koncent, Inc. (FuZhou), a
wholly owned subsidiary of II-VI. Both transactions are expected to
close December 3, 2012.
Total consideration to Oclaro for these transactions will be in
the form of cash proceeds of $27
million, with $23 million to
be paid upon closing, $3 million
payable on or before December 28,
2012 and $1 million to be held
in escrow until December 31,
2013.
"Divesting our thin film filter business and the interleaver
product line is consistent with our strategy to focus our resources
on our core competencies," said Alain
Couder, chairman and CEO of Oclaro. "The proceeds from these
deals improve our balance sheet and give us additional operating
flexibility to serve our global customer base. The agreements
also strengthen our existing relationships with II-VI and Photop,
and will ensure customers in the telecom, life sciences and
industrial markets continued access to these products as part of an
even broader portfolio from a market leader."
Francis J. Kramer, president and
CEO of II-VI Incorporated commented, "This acquisition will enhance
Photop's core business while expanding their global footprint and
diversification into the growing life sciences market. We
look forward to the world class team at Santa Rosa becoming a part of II-VI."
Divesting these product lines is expected to reduce revenues for
the fiscal quarter ended December 29,
2012 by approximately $2
million compared to the guidance range issued by Oclaro in
connection with its earnings announcement on November 5, 2012. Revenues for these
product lines in the full fiscal quarter ended September 29, 2012 were $3.6 million.
About Oclaro
Oclaro, Inc. (NASDAQ: OCLR) is one of the largest providers of
lasers and optical components, modules and subsystems for the
optical communications, industrial and consumer laser markets. The
company is a global leader dedicated to photonics innovation, with
cutting-edge research and development (R&D) and chip
fabrication facilities in the U.S., U.K., Italy, Switzerland, Israel, Korea and Japan. It has in-house and contract
manufacturing sites in China,
Malaysia and Thailand, with design, sales and service
organizations in most of the major regions around the world. For
more information, visit http://www.oclaro.com.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and
optoelectronic components, is a vertically-integrated manufacturing
company that creates and markets products for diversified markets
including industrial manufacturing, military and aerospace,
high-power electronics, optical communications, and
thermoelectronics applications. Headquartered in Saxonburg, Pennsylvania, with manufacturing,
sales, and distribution facilities worldwide, the Company
produces numerous crystalline compounds including zinc selenide for
infrared laser optics, silicon carbide for high-power electronic
and microwave applications, and bismuth telluride for
thermoelectric coolers.
Safe Harbor Statement
This press release contains statements about management's future
expectations, plans or prospects of Oclaro and its business, and
these statements, together with the assumptions underlying these
statements, constitute forward-looking statements for the purposes
of the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995. These forward-looking statements include
statements concerning (i) the expected completion of the sale of
our thin film filter and interleaver businesses and the effect of
such sale on our future revenues as compared to our previously
issued guidance, and (ii) our market position and future operating
prospects. Such statements can be identified by the fact that they
do not relate strictly to historical or current facts and may
contain words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "will," "should,"
"outlook," "could," "target," and other words and terms of similar
meaning in connection with any discussion of future operations or
financial performance. There are a number of important factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including (i)
our ability (and the ability of II-VI and its subsidiaries) to
complete the expected sale of our thin film filter and interleaver
businesses, (ii) the future performance of Oclaro and its ability
to effectively integrate the operations of acquired companies
following the closing of acquisitions and mergers, including its
merger with Opnext (iii) the potential inability to realize the
expected benefits and synergies of acquisitions and mergers, (iv)
the impact to our operations and financial condition attributable
to the flooding in Thailand, (v)
the impact of continued uncertainty in world financial markets and
any resulting reduction in demand for our products, (vi) our
ability to maintain our gross margin, (vii) the effects of
fluctuating product mix on our results, (viii) our ability to
timely develop and commercialize new products, (ix) our ability to
respond to evolving technologies and customer requirements, (x) our
dependence on a limited number of customers for a significant
percentage of our revenues, (xi) our ability to effectively compete
with companies that have greater name recognition, broader customer
relationships and substantially greater financial, technical and
marketing resources than we do, (xii) our ability to effectively
and efficiently transition to an outsourced back-end assembly and
test model, (xiii) increased costs related to downsizing and
compliance with regulatory compliance in connection with such
downsizing, (xiv) competition and pricing pressure, (xv)the
potential lack of availability of credit or opportunity for equity
based financing, (xvi) the risks associated with our international
operations, (xvii) the outcome of tax audits or similar
proceedings, (xviii) the outcome of pending litigation against the
company, (xix) our ability to maintain or increase our cash
reserves and obtain financing on terms acceptable to us, and (xx)
other factors described in Oclaro's most recent annual report on
Form 10-K, quarterly report on Form 10-Q and other documents we
periodically file with the SEC. The forward-looking statements
included in this announcement represent Oclaro's view as of the
date of this announcement. Oclaro anticipates that subsequent
events and developments may cause Oclaro's views and expectations
to change. Oclaro specifically disclaims any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this announcement.
Copyright 2012. All rights reserved. Oclaro, the Oclaro
logo, and certain other Oclaro trademarks and logos are trademarks
and/or registered trademarks of Oclaro, Inc. or its subsidiaries in
the U.S. and other countries. Information in this release is
subject to change without notice.
SOURCE Oclaro, Inc.