In the news release, Oclaro and Opnext Complete Merger, issued
24-Jul-2012 by Oclaro, Inc. over PR
Newswire, we are advised by the company that the sixth paragraph,
second sentence, should read "Marissa
Peterson, director" rather than "Marissa Smith, director" as originally issued
inadvertently. The complete, corrected release follows:
Oclaro and Opnext Complete Merger Oclaro Now #2 Provider of Optical
Components, Modules and Subsystems
SAN JOSE, Calif. and
FREMONT, Calif., July 24, 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 announced shareholder
approval of their merger, which closed July
23, 2012.
The combined company will continue to operate under the Oclaro
name, and today unveiled a new logo and brand identity to represent
the creation of a new leader in the optical industry.
"The new Oclaro boasts one of the broadest and
vertically-integrated product lines in the industry. Our vision is
that the power and speed of light will change the way we live and
work," said Alain Couder, chairman
and CEO, Oclaro. "By transmitting data over fiber at increasing
speeds, our customers have made possible new and fast growing
applications such as social networking, video streaming, and cloud
computing. The ability to control the power of lasers as a heat and
energy source is transforming healthcare, material processing and
consumer electronics. Through this merger, we have assembled the
optical technologies, products and expertise at the heart of this
new world of innovation."
Oclaro is now the second largest provider of optical components,
modules and subsystems to the optical communications, industrial
and consumer laser markets, with approximately $833 million in combined revenues for the fiscal
year ended July 2, 2011,[1] and
approximately 3,200 employees worldwide. The company brings
together over 30 years of combined optical technology innovation
from leading optical technology companies such as Hitachi, Nortel,
Alcatel, Marconi, Corning, Opnext, Bookham and Avanex.
Oclaro's portfolio of products includes the components, modules
and subsystems that transmit, receive, and amplify light signals
over fiber optic networks to deliver a new range of high speed
services in the core optical network, enterprise and data center
markets. Its laser diode solutions deliver the power needed for
cutting, marking, welding, heating and illumination for a broad
range of new applications in the consumer electronics, industrial
and medical markets.
The New Board of Directors and Management Team
As previously announced, Alain
Couder was named chairman and CEO of the combined company,
with Opnext Chairman and CEO Harry
Bosco joining the board of directors. The board also
includes the following independent directors: Joel A. Smith III, lead independent director;
Edward Collins, director;
Kendall Cowan; director;
Greg Dougherty, director;
Lori Holland, director; Dr.
David Lee, director; Marissa Peterson, director; and Bill Smith, director.
Reporting to Couder on the executive team are:
- Jim Haynes, President, Global
Business;
- Yves LeMaitre, Chief Commercial
Officer;
- Terry Unter, Chief Operating
Officer;
- Kei Oki, President, Oclaro
Japan, Inc.;
- Tadayuki Kanno, Chief Operating
Officer, Oclaro Japan, Inc.; GM, Modules and Devices Business
Unit
- Jerry Turin; Chief Financial
Officer;
- Kate Rundle, Executive Vice
President, General Counsel and Corporate Secretary;
- Kathy Zwickert, Executive Vice
President, Human Resources and Communications;
- Bob Quinn, Chief Information
Officer.
Full biographies of the management team and the Board of
Directors are available on Oclaro's website at: www.oclaro.com.
Transaction Details
Opnext shareholders will receive a fixed ratio of 0.42 shares of
Oclaro common stock for every share of Opnext common stock they
own. Details on how to exchange shares can be found on the investor
section of the Oclaro website at: www.oclaro.com
Conference Call
Oclaro management will host its regularly scheduled quarterly
conference call on July 31, 2012, at
4:30 p.m. ET/1:30 p.m. PT and will discuss the strategy of the
new Oclaro in more detail. To access the conference call,
please dial 1-480-629-9761. A live webcast and accompanying
presentation of the conference call will be available in the
Investors section of Oclaro's website at www.oclaro.com. An
audio replay of the conference call will be available until
August 7, 2012. To access the replay,
please dial 1-858-384-5517 with pin 4553192.
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.
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 the scope of the combined company's product
lines; (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; and (v) the impact on the merger on the market
for the combined company's product; and (vi) 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
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. 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 competitive position and opportunities for the
combined company; (ii)general business and economic conditions;
(iii) the performance of financial markets; iv) the impact on the
merger on the markets for the combined companies optical,
industrial and consumer products; (v) the failure of the combined
company to realize synergies and cost-savings from the transaction
or delay in realization thereof; (vi) 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;
(vii) operating costs and business disruption following the merger,
including adverse effects on employee retention and on our business
relationships with third parties; (viii) the future performance of
the combined company following the closing of the merger; (ix) the
combined company's ability to maintain gross margins; (x) effects
of fluctuating product mix on results; (xi) the combined company's
ability to timely develop and commercialize new products; (xii) the
combined company's ability to respond to evolving technologies and
customer requirements; (xiii) the combined company's dependence on
a limited number of customers for a significant percentage of its
projected revenues; (xiv) 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; (xv)
increased costs related to downsizing and compliance with
regulatory requirements in connection with such downsizing,
competition and pricing pressure; (xvi) the combined company's
potential lack of availability of credit or opportunity for equity
based financing; (xvii) the combined company's risks associated
with international operations; (xviii) the combined company's
outcome of tax audits or similar proceedings; and (xix) the outcome
of pending litigation against the combined company. Additional
factors that can cause the results to materially differ than those
described in the forward-looking statements can be found in
Oclaro's registration statement on Form S-4 and the most recent
quarterly reports on Form 10-Q (as amended), most recent annual
reports on Form 10-K and other periodic reports filed by Oclaro
with the Securities and Exchange Commission. Oclaro anticipates
subsequent events and developments may cause its views and
expectations to change. Oclaro does not assume any
obligation, and it specifically disclaim any intention or
obligation, to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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.
[1] Oclaro, Inc. pro forma combined revenues for the fiscal year
ended July 2, 2011
SOURCE Oclaro, Inc.