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30 May 2007


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

Fiber-optic component manufacturer Optical Communication Products Inc of Woodland Hills, CA, USA has received an action by written consent of its majority stockholder, The Furukawa Electric Co Ltd, that will unilaterally amend OCP’s bylaws to expand its board of directors to 12, via the appointment of four new Furukawa directors.

This raises the total number of Furukawa directors on OCP’s board its total to seven, who would then constitute a majority of the expanded board. Furukawa has sufficient voting power to take the action unilaterally under OCP's bylaws and Delaware law.

Furukawa’s aim is to facilitate the sale of its 58.1% ownership stake in OCP to Oplink Communications Inc of Fremont, CA, USA (agreed on 23 April at a price of $1.50 per share). To achieve this, Furukawa hence plans to amend a limited shareholder rights plan that was adopted by a special committee of OCP's board on 3 May as a precautionary measure to protect the interests of its minority shareholders. OCP’s aim was to give it additional time while it evaluates the further unsolicited offer by Oplink to purchase OCP’s remaining outstanding (non- Furukawa) common stock (also for $1.50 per share).

The effective date of Furukawa’s action is either 4 July or 20 days following the mailing of an information statement to OCP shareholders (whichever is earliest).

See related items:

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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