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11 December 2012

Oclaro seeks to settle Opnext merger litigation

Optical components, modules and subsystems developer Oclaro of San Jose, CA, USA says that the Superior Court of California in and for the County of Alameda has granted preliminary approval of the previously disclosed proposed settlement of four pending putative class actions challenging the proposed merger between the firm, Tahoe Acquisition Sub Inc, and Opnext Inc:  (1) Zilberberg v. Abbe, Case No. RG12623460; (2) Welty v. Bosco, Case No. RG12624240; (3) Greenberg v. Abbe, Case No. RG12624444; and (4) Graf v. Opnext Inc, Case No. RG12624798.

The defendants in each case are Opnext and the members of Opnext's Board, the firm, and Tahoe Acquisition Sub Inc. Each action alleges that the Opnext defendants breached their fiduciary duties to Opnext stockholders by entering into the merger agreement. Each action further alleges that the Oclaro defendants aided and abetted those breaches of fiduciary duties.  The proposed settlement was previously disclosed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on 26 November 26 2012.  Under the proposed settlement, the remaining plaintiffs agreed to settle these matters for additional disclosures only, subject to court approval.   Plaintiffs have agreed to limit their application for fees and costs to $235,000.  In addition, the parties agreed that the two actions filed in the Delaware Court of Chancery challenging the merger, which have been consolidated under the caption In re Opnext Inc. Shareholders Litigation, C.A. No. 7400-VCL, would be dismissed.  The proposed settlement is subject to final Court approval.  The Court has set a final approval hearing for 31 January 2013, at 10:00 a.m. in Department 17 of the Court.

The Court's preliminary approval order requires the firm to provide a detailed notice to shareholders of the terms of the proposed settlement on a Current Report on Form 8-K.  The notice may be found at  This detailed notice also contains important information regarding the rights of shareholders with respect to the proposed settlement.

Tags: Oclaro Opnext


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