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6 June 2007


Oplink closes purchase of Furukawa’s stake in OCP and agrees to acquire remaining shares

Component, module and subsystem maker Oplink Communications Inc of Fremont, CA, USA has closed its acquisition of the 58.1% stake in Optical Communication Products Inc of Woodland Hills, CA, USA held by Japan’s Furukawa Electric Co Ltd. Oplink is paying Furukawa $1.50 per share (amounting to about $99m), as agreed when the deal was first announced in April.

Separately, Oplink and a special committee of OCP’s board of directors have reached an agreement in principle for Oplink to acquire the remaining 41.9% of OCP’s common stock for $1.65 per share in cash. This follows OCP’s adoption on 4 May of a 30-day shareholder rights plan as a precautionary measure to “protect the interests of its minority shareholders” (described by Oplink as a ‘poison pill’ to thwart its deal with Furukawa) and Furukawa’s subsequent action at the end of May to increase its number of directors on OCP’s board by four (from three out of eight to seven out of twelve, giving it a majority), aiming to amend the rights plan.

Completion of the acquisition of the remaining shares of OCP is subject to the execution of a definitive merger agreement, the affirmative vote of two-thirds of the outstanding OCP shares not owned by Oplink, and customary closing conditions. This transaction is expected to be completed by the end of third-quarter 2007.

See related items:

Furukawa packs OCP’s board to facilitate its sale to Oplink

Court denies Oplink’s request to expedite proceedings against OCP

OCP losses worsen as it gears for China manufacturing transfer

Oplink files suit to challenge OCP’s ‘poison pill’

Oplink grows revenues 20%; agrees to acquire majority stake in OCP

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