JULY 9, 2008 -- Opnext Inc. today announced it has reached a definitive agreement to acquire privately held StrataLight Communications Inc.
StrataLight Communications designs, develops, and manufactures 40-Gbit/sec line-side optical subsystems and advanced dispersion compensation modules for the communications industry. The company says it has shipped more than 2,500 units to its customers, which include many of the world's largest communications equipment manufacturers. StrataLight's subsystems, together with the optical systems of its customers, are widely deployed in several of the world's largest tier-one service provider networks, claim company representatives.
"Through this acquisition, Opnext will provide a complete 40G solution, which we believe will make us the market leader in 40G," contends Harry Bosco, president and CEO of Opnext. "Opnext is known for one of the most comprehensive and best performing product portfolios in the marketplace and now, by incorporating StrataLight's leading 40G line-side products into our portfolio, we will be able to address both the line- and client-sides, significantly expanding our addressable market," he reports. "The combined expertise and technologies of Opnext's client-side and StrataLight's line-side products will position Opnext to address current and future 40G applications as well as the emerging 100G applications."
"With its industry-leading technology and solid customer base, StrataLight is well positioned as the leader in commercial deployment of 40G optical transmission subsystems," adds Shri Dodani, president and CEO of StrataLight Communications. "Together with Opnext, we will be positioned to lead in high-growth and strategic segments of the market, leveraging Opnext's strength in module development, complementary product portfolio, and proven track record of delivering quality components."
Transaction details
Per the agreement, which has been approved by the boards of directors of both companies, Opnext will acquire StrataLight Communications for a total consideration of approximately 26.55 million common shares and $30 million in cash. Based on Opnext's closing share price of $5.35 on July 8, 2008, this represents a value of approximately $172 million. Upon completion of the acquisition, StrataLight Communications' shareholders will own approximately 29% of the combined company.
The completion of the proposed merger is subject to the satisfaction of customary closing conditions, including the approval of the stockholders of Opnext and StrataLight and the receipt of required regulatory approval. Under separate agreements, the significant stockholders of Opnext and StrataLight holding a sufficient number of shares to approve the transaction have agreed to vote in favor of the transaction. The combination is expected to close in the fourth calendar quarter of 2008.
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