SAN JOSE, Calif. and
FREMONT, Calif., July 17, 2012 /PRNewswire/ -- Oclaro, Inc.
(Nasdaq: OCLR), a tier-one provider and innovator of optical
communications and laser solutions, and Opnext, Inc. (Nasdaq:
OPXT), a global leader in the design and manufacture of optical
modules, components and subsystems, today provided an update
regarding their proposed merger.
At their respective stockholder meetings today, stockholders of
Opnext approved the merger of the two companies. This approval was
the final milestone needed from Opnext stockholders to close the
merger.
The stockholders of Oclaro were asked to approve two proposals.
The first proposal was to issue Oclaro shares to the Opnext
stockholders as consideration in the merger. This proposal was
approved.
Oclaro stockholders were also asked to approve a second proposal
to increase the number of authorized shares, in order to have
sufficient shares to deliver to the Opnext stockholders.
During today's stockholder meeting, Oclaro received
approximately 46% of the >50% majority vote needed to approve
this proposal and close the merger. Of the votes cast today,
approximately 89% were in favor of the proposal.
As a result, Oclaro stockholders approved a proposal to adjourn
the stockholder meeting until July 23,
2012, 5:00 p.m. PDT, at the
company headquarters at 2560 Junction Ave., San Jose, California, in order to solicit the
additional votes required to complete the merger.
"The Oclaro and Opnext teams have been working diligently and
our integration plans are on schedule," said Alain Couder, chairman and CEO, Oclaro.
"We are ready to operate as a single company and look forward to
taking our place as the #2 global provider of optical components,
modules and subsystems."
How to Vote
Oclaro urges all stockholders of record (i.e. who held shares on
May 23, 2012) to vote their shares.
Stockholders eligible to vote who did not receive voting
instructions or who have misplaced their proxy materials can obtain
the information required to vote by sending an email to
stockadmin@oclaro.com or by calling 408-919-6081.
Stockholders must include their full name and zip code in
their email to obtain the voting control information.
About Oclaro
Oclaro, Inc. (NASDAQ: OCLR) is a tier-one provider and innovator of
optical communications and laser components, modules and subsystems
for a broad range of diverse markets, including telecommunications,
industrial, scientific, consumer electronics and medical. Oclaro 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., Switzerland, Israel, Korea and Italy, and in-house and contract manufacturing
sites in China and Thailand with design, sales and service
organizations in each of the major regions around the world.
www.oclaro.com.
About Opnext
Opnext (NASDAQ: OPXT) is the optical technology partner of
choice supplying systems providers and OEMs worldwide with one of
the industry's largest portfolios of 10Gbps and higher next
generation optical products and solutions. The Company's industry
expertise, future-focused thinking and commitment to research and
development combine in bringing to market the most advanced
technology to the communications, defense, security and biomedical
industries. Formed out of Hitachi, Opnext has built on
more than 30 years of experience in advanced technology to
establish its broad portfolio of solutions and solid reputation for
excellence in service and delivering value to its customers. For
additional information, visit www.opnext.com.
Forward-Looking Statements
This press release, including statements by management, contain
statements about management's future expectations, plans or
prospects and its business, and together with the assumptions
underlying these statements contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, but are not limited to: (i)
statements about the benefits of the merger involving Oclaro and
Opnext, including potential synergies and cost savings and the
timing thereof; (ii) future financial and operating results
following the merger; (iii) the combined company's plans,
objectives, expectations and intentions with respect to future
operations, products and services; (iv) the competitive position
and opportunities for the combined company; (v) the impact of the
merger on the market for the combined company's products; (vi) the
non-GAAP operating income and integration costs of the combined
company; and (vii) other statements identified by words such as
"potential," "expected," "plan," "estimate," "intend,"
"will," "should", "believe", "target", or words of similar
meaning. Such forward-looking statements are based upon the current
beliefs and expectations of Oclaro's and Opnext's management and
are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond the control of Oclaro and
Opnext. Actual results may differ materially from the results
anticipated in these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not
limited to: (i) the failure of the merger to close for any reason;
(ii) the competitive position and opportunities for the combined
company; (iii) general business and economic conditions; (iv) the
performance of financial markets; (v) risks relating to the
consummation of the contemplated merger, including the risk that
required stockholder approval might not be obtained in a timely
manner or at all or that other closing conditions are not
satisfied; (vi) the impact of the merger on the markets for the
combined companies optical, industrial and consumer products; (vii)
the failure of the combined company to realize synergies and
cost-savings from the transaction or delay in realization thereof;
(viii) the businesses or employees of Oclaro and Opnext not being
combined and integrated successfully, or such combination taking
longer or being more difficult, time-consuming or costly to
accomplish than expected; (ix) operating costs and business
disruption following the merger, including adverse effects on
employee retention and on our business relationships with third
parties; (x) the future performance of the combined company
following the closing of the merger; (xi) the combined company's
ability to maintain gross margins; (xii) effects of fluctuating
product mix on results; (xiii) the combined company's ability to
timely develop and commercialize new products; (xiv) the combined
company's ability to respond to evolving technologies and customer
requirements; (xv) the combined company's dependence on a limited
number of customers for a significant percentage of its projected
revenues; (xvi) the combined company's ability to effectively
compete with companies that have greater name recognition, broader
customer relationships and substantially greater financial,
technical and marketing resources; (xvii) increased costs related
to downsizing and compliance with regulatory requirements in
connection with such downsizing, competition and pricing pressure;
(xviii) the combined company's potential lack of availability of
credit or opportunity for equity based financing; (xix) the
combined company's risks associated with international operations;
(xx) the combined company's outcome of tax audits or similar
proceedings; and (xxi) the outcome of pending litigation against
Oclaro or Opnext. Additional factors that can cause the results to
materially differ from those described in the forward-looking
statements can be found in the proxy materials previously
distributed to Oclaro's and Opnext's stockholders and the most
recent Form 10-Q, most recent Form 10-K and other periodic reports
filed by Oclaro and Opnext with the Securities and Exchange
Commission. They each anticipate subsequent events and developments
may cause their views and expectations to change. Neither
Oclaro nor Opnext assumes any obligation, and they specifically
disclaim any intention or obligation, to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
This press release is being issued in connection with the proposed
business combination involving Oclaro and Opnext. In
connection with the proposed transaction, each of Oclaro and Opnext
has mailed a proxy statement to its stockholders, and each of
Oclaro and Opnext may file other documents with the SEC regarding
the proposed transaction. Investors and security holders of Oclaro
and Opnext are urged to carefully read the proxy statement and
other documents filed with the SEC by Oclaro and Opnext as they
will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the
documents filed with the SEC on Oclaro's website at www.oclaro.com
or Opnext's website at www.opnext.com or the SEC's website at
www.sec.gov. Oclaro, Opnext and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies with respect to the proposed transaction. Information
regarding the interests of these directors and executive officers
in the proposed transaction is included in the proxy statement.
Additional information regarding the directors and executive
officers of Oclaro is also included in Oclaro's definitive proxy
statement dated (and filed with the SEC on) September 9, 2011.
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 US and other countries. All other trademarks
are the property of their respective owners. Information in this
release is subject to change without notice.
SOURCE Oclaro, Inc.