MAY 29, 2007 â�� In an apparent effort to facilitate its sale of Optical Communications Products Inc. (search for OCP) to Oplink Communications Inc. (search for Oplink), The Furukawa Electric Co. Ltd. (search for Furukawa Electric) has expanded OCP's board to add four new Furukawa directors.
OCP announced that it has received an action by written consent of the majority stockholder from Furukawa. The action will amend OCP's bylaws to expand its board of directors to 12 with the appointment of four new Furukawa directors. Following the appointment of the new directors, the seven Furukawa directors would constitute a majority of the expanded OCP board.
The action came after the Special Committee of OCP's board adopted a limited rights plan to give it more time to evaluate an offer from Oplink for the remaining shares not covered by an agreement to purchase Furukawa's majority stake in OCP. (See story.)
Furukawa, which has a 58.1% ownership interest in OCP, says it has sufficient voting power to expand OCP's board unilaterally under OCP's bylaws and Delaware law. The effective date of the action is the earlier of July 4, 2007 or 20 days following the mailing of an information statement to shareholders from OCP. Furukawa informed the company on May 25, 2007 that its directors intend to amend the shareholder rights plan for purposes of consummating the sale of Furukawa's 66,000,000 shares of OCP Class B Common Stock to Oplink.
The agreement was made without consultation with OCP's board. Oplink has proposed to purchase OCP's remaining outstanding common stock not owned by Furukawa for $1.50 per share. The Special Committee is evaluating Oplink's unsolicited offer.
The record date for this action is May 25, 2007. OCP is not seeking consent or soliciting proxies from shareholders on this action.
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