Oplink signs definitive agreement to acquire remaining OCP shares

JUNE 20, 2007 -- Oplink Communications, Inc. and Optical Communication Products, Inc. have announced that they have signed a definitive merger agreement by which Oplink will acquire the remaining 41.9% of OCP's outstanding common stock for $1.65 per share in cash.

JUNE 20, 2007 -- Oplink Communications, Inc. and Optical Communication Products, Inc. have announced that they have signed a definitive merger agreement by which Oplink will acquire the remaining 41.9% of OCP's outstanding common stock for $1.65 per share in cash.

On June 6, 2007, Oplink announced that it had completed the purchase of a 58.1% interest in OCP from The Furukawa Electric Co., Ltd. and that it had reached an agreement in principle with OCP to acquire the remaining shares. Upon completion of the merger, OCP will become a privately held company, wholly owned by Oplink, a leading photonic components, intelligent modules, and subsystems solution provider.

The transaction has been unanimously approved by the board of directors of OCP, following the unanimous recommendation of a special committee of independent directors of the board.

OCP designs, manufactures and sells a comprehensive line of fiber optic components for metropolitan, local area and fiber-to-the-home networks. OCP's product lines include optical transceivers, transmitters and receivers. The combination of OCP's capabilities with Oplink's strengths is expected to create a company that is positioned to compete more aggressively in the market for telecommunications and data communications equipment.

"We are delighted to move forward with our plans to acquire OCP and believe that with this transaction we have combined the strength of OCP's active components with Oplink's passive expertise to create the industry's leading solutions for metro and access applications," commented Joe Liu, president and CEO of Oplink. "As a combined company, we will meaningfully broaden our portfolio of offerings and expand our addressable market and customer base. Over time, we plan to achieve revenue growth and cost synergies that are expected to translate into improved profitability and shareholder returns."

"After careful consideration of many factors, and following a thorough review with its independent advisors, the Special Committee and the Board have unanimously determined that the merger is in the best interests of OCP and its remaining shareholders," said Hobart Birmingham, chairman of the Special Committee of the OCP board of directors. "This transaction provides significant value for our shareholders, representing a 20% premium over the closing price on the last day of trading prior to the announcement of Oplink's agreement with Furukawa."

The completion of the transaction is subject to the approval of holders of two-thirds of the outstanding OCP shares not currently held by Oplink. No additional regulatory approvals are required. This transaction is expected to close by September 2007, with the exact timing dependent on the review and clearance of necessary filings by the Securities and Exchange Commission (SEC). OCP will file proxy materials with the SEC for a special meeting of stockholders to vote on the proposed merger.

Concurrent with the signing of the definitive agreement, Dr. Muoi V. Tran resigned from the OCP board. In addition, the OCP board has been expanded to nine members with the appointments of Joseph Y. Liu, Chieh Chang, Leonard J. Leblanc, and Jesse W. Jack, current Oplink board members, and Dr. Robert Shih, an Oplink officer. Oplink and OCP intend that this board composition will remain in effect until the merger is closed.

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