MAY 18, 2007 -- The special committee of Optical Communication Products, Inc.'s (OCP's; search for OCP) board of directors say the Delaware Court of Chancery has denied the request by Oplink Communications Inc. (search for Oplink) to expedite the proceedings in Oplink's lawsuit over the 30-day shareholder rights plan OCP's board recently implemented to give the board more time to ponder Oplink's takeover offer.
In its lawsuit, Oplink requested expedited discovery and for the trial to begin in June. Yesterday, the court denied Oplink's requests, stating that Oplink had failed to meet the legal requirements under Delaware law for obtaining an expedited proceeding.
On April 23, OCP's board of directors received a letter from Oplink indicating it had entered into a stock purchase agreement with The Furukawa Electric Co., Ltd. to purchase Furukawa's interest in OCP's outstanding common stock for $1.50 per share, payable in cash and stock of Oplink. Furukawa beneficially owns 58.1% of OCP's outstanding common stock as of March 31, 2007. In addition, Oplink proposed to purchase OCP's remaining outstanding common stock not owned by Furukawa for $1.50 per share.
On May 3, the special committee Directors approved a limited shareholder rights plan "in order to safeguard the interests of OCP's minority shareholders," according to the OCP board. Under the plan, the special committee declared a dividend distribution of one right for each outstanding share of OCP common stock to shareholders of record as of May 14, 2007.
A copy of the shareholder rights plan is available on the investor relations portion of OCP's web site.