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20 June 2007


Oplink signs definitive agreement to acquire remaining shares of OCP

Californian firms Oplink Communications Inc of Fremont and Optical Communication Products Inc of Woodland Hills have signed a definitive merger agreement for Oplink to acquire the remaining 41.9% of OCP’s outstanding common stock for $1.65 per share.

On 6 June, Oplink said that it had it had reached an agreement in principle with OCP to acquire the remaining shares, as well as completing its purchase of the 58.1% interest in OCP of The Furukawa Electric Co Ltd (at $1.50 per share) that it had announced in late April.

“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,” says OCP board member Hobart Birmingham (managing director of The Perreault Birmingham Group, LLC, and chairman of the board’s special committee of independent directors, formed in late April in response to Oplink’s deal with Furukawa). “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 expected to close by September 2007, subject to the approval of holders of two-thirds of the outstanding OCP shares not currently held by Oplink.

OCP will then become a privately held company, wholly owned by Oplink, which manufactures photonic components, intelligent modules, and subsystems. OCP designs, manufactures and sells fiber-optic components for metropolitan, local-area and fiber-to-the-home networks, including optical transceivers, transmitters and receivers.

“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,” claims Oplink’s president and CEO Joe Liu. “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,” he adds.

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

See related items:

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

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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