MILPITAS, Calif., and
SAN JOSE, Calif., March 12,
2018 /PRNewswire/ -- Lumentum Holdings Inc. ("Lumentum" or the
"Company"), a leading provider of photonics products for optical
networking and lasers for industrial and consumer markets, and
Oclaro, Inc. ("Oclaro"), a leader in optical components and modules
for the long-haul, metro, and data center markets, today announced
that the two companies have signed a definitive agreement,
unanimously approved by the boards of directors of both companies,
pursuant to which Lumentum will acquire all of the outstanding
common stock of Oclaro. For each share of Oclaro stock held, Oclaro
stockholders will be entitled to receive $5.60 in cash and 0.0636 of a share of Lumentum
common stock, subject to the terms of the definitive agreement. The
transaction values Oclaro at $9.99
per share or approximately $1.8
billion in equity value, based on the closing price of
Lumentum's stock on March 9, 2018, of
$68.98. The transaction value
represents a premium of 27% to Oclaro's closing price on
March 9, 2018 and a premium of 40% to
Oclaro's 30 day average closing price. Oclaro stockholders
are expected to own approximately 16% of the combined company at
closing.
"Joining forces with Oclaro strengthens our product portfolio,
broadens our revenue mix, and positions us strongly for the future
needs of our customers. Oclaro brings its leading Indium
Phosphide laser and Photonic Integrated Circuit and coherent
component and module capabilities to Lumentum. The combined
company will drive innovation faster and accelerate the development
of products to enable our customers to win," said Alan Lowe, Lumentum's President and CEO.
"We are delighted to welcome the talented Oclaro team to Lumentum
and look forward to a swift completion of the transaction with a
focus on supporting our customers and delivering shareholder
value."
"I am very pleased that two of the optical industry leaders,
Oclaro and Lumentum, will join forces. Together, we will be
an even stronger player in fiber optic components and modules for
high-speed communications and a market leader in 3D sensing.
This is a fantastic combination for all of our stakeholders,
including stockholders, employees, customers and partners," said
Greg Dougherty, Oclaro's CEO, "I am
extremely proud of what the Oclaro team has accomplished over the
last five years. We have enjoyed tremendous success and this
combination will create even more exciting opportunities for the
team."
The transaction is expected to generate more than $60 million of annual run-rate synergies within
12 to 24 months of the closing and be immediately accretive to
non-GAAP earnings per share.
Lumentum intends to fund the cash consideration with a
combination of cash on hand from the combined companies' balance
sheets and $550 million in debt
financing. The transaction is expected to close in the second
half of calendar 2018, subject to approval by Oclaro's
stockholders, antitrust regulatory approval in the US and
China, and other customary closing
conditions.
Board of Directors
One member of Oclaro's Board of Directors, as mutually
determined, will join Lumentum's Board of Directors upon the
closing of the transaction.
Advisors
Deutsche Bank Securities served as the exclusive financial
advisor to Lumentum and Wilson Sonsini
Goodrich & Rosati served as legal advisor.
Jefferies LLC served as exclusive financial advisor to Oclaro and
Jones Day served as legal
advisor.
Conference Call
Lumentum and Oclaro will hold a conference call today
March 12, 2018 at 5:30 A.M. PT/8:30 A.M.
ET. A live webcast of the call and the replay will be
available on the Lumentum website at
http://investor.lumentum.com. Supporting materials for the
call's presentation will be posted on http://investor.lumentum.com
under the "Events and Presentations" section and on
http://investor.oclaro.com/investor-relations under the "Events and
Presentations" section prior to the call.
To participate via telephone:
North America: (866) 393-4306
International: (734) 385-2616
Conference ID: 3177029
Replay of the call:
Dial-In: (855) 859-2056 or (404) 537-3406
Conference ID: 3177029
Start Date: March 12, 2018,
8:30 A.M. PT
End Date: March 19, 2018,
20:59 P.M. PT
This press release is being furnished as an exhibit to a Current
Report on Form 8-K filed with the Securities and Exchange
Commission and will be available at http://www.sec.gov/.
About Lumentum
Lumentum (NASDAQ: LITE) is a market-leading manufacturer of
innovative optical and photonic products enabling optical
networking and commercial laser customers worldwide. Lumentum's
optical components and subsystems are part of virtually every type
of telecom, enterprise, and data center network. Lumentum's
commercial lasers enable advanced manufacturing techniques and
diverse applications including next-generation 3D sensing
capabilities. Lumentum is headquartered in Milpitas, California with R&D,
manufacturing, and sales offices worldwide. For more
information, visit https://www.lumentum.com/en.
About Oclaro
Oclaro, Inc. (NASDAQ: OCLR), is a leader in optical components
and modules for the long-haul, metro and data center markets.
Leveraging more than three decades of innovation in laser
technology and photonics integration, Oclaro provides
differentiated solutions for optical networks and high-speed
interconnects driving the next wave of streaming video, cloud
computing, application virtualization, and other
bandwidth-intensive applications. For more information, visit
http://www.oclaro.com/ or follow on Twitter at @OclaroInc.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including the statements made in each CEO quote, as well as
disclosures regarding the potential cost synergies and accretion to
non-GAAP earnings per share expected from the combined company and
the timing thereof. Forward-looking statements generally
relate to future events or our future financial or operating
performance. In some cases, you can identify forward-looking
statements because they contain words such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these
words or other similar terms or expressions that concern Lumentum's
and/or Oclaro's expectations, strategy, plans or intentions.
Lumentum's and Oclaro's expectations and beliefs regarding these
matters may not materialize, and actual results in future periods
are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including but
not limited to: the risk that the transaction does not close, due
to the failure of one or more conditions to closing or the failure
of the businesses (including personnel) to be integrated
successfully after closing; the risk that synergies and non-GAAP
earnings accretion will not be realized or realized to the extent
anticipated; uncertainty as to the market value of the Lumentum
merger consideration to be paid in the merger; the risk that
required governmental or Oclaro stockholder approvals of the merger
(including U.S. or China antitrust
approvals) will not be obtained or that such approvals will be
delayed beyond current expectations; the risk that following this
transaction, Lumentum's financing or operating strategies will not
be successful; litigation in respect of either company or the
merger; and disruption from the merger making it more difficult to
maintain customer, supplier, key personnel and other strategic
relationships.
The forward-looking statements contained in this communication
are also subject to other risks and uncertainties, including those
more fully described under the caption "Risk Factors" and elsewhere
in Lumentum's and Oclaro's filings with the Securities and Exchange
Commission ("SEC"), including Lumentum's Annual Report on Form 10-K
for the year ended July 1, 2017, Lumentum's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 30, 2017, Oclaro's Annual Report on Form
10-K for the year ended July 1, 2017, Oclaro's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 30, 2017, and those discussed under the
caption "Risk Factors" in the S-4 to be filed by Lumentum with the
SEC at a future date in connection with this transaction and in the
documents which are incorporated by reference therein. The
forward-looking statements in this press release are based on
information available to Lumentum and Oclaro as of the date hereof,
and each of Lumentum and Oclaro disclaims any obligation to update
any forward-looking statements, except as required by law.
Additional Information and Where to Find It
This communication is being made in respect of a proposed
business combination involving Lumentum Holdings Inc. and Oclaro,
Inc. In connection with the proposed transaction, Lumentum will
file with the SEC a Registration Statement on Form S-4 that
includes the preliminary proxy statement of Oclaro and that will
also constitute a prospectus of Lumentum. The information in the
preliminary proxy statement/prospectus is not complete and may be
changed. Lumentum may not sell the common stock referenced in the
proxy statement/prospectus until the Registration Statement on Form
S-4 filed with the SEC becomes effective. The preliminary proxy
statement/prospectus and this communication are not offers to sell
Lumentum securities, are not soliciting an offer to buy Lumentum
securities in any state where the offer and sale is not permitted
and are not a solicitation of any vote or approval. The
definitive proxy statement/prospectus will be mailed to
stockholders of Oclaro.
LUMENTUM AND OCLARO URGE INVESTORS AND SECURITY HOLDERS TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with
the SEC free of charge at the SEC's website, http://www.sec.gov/.
Copies of documents filed with the SEC by Lumentum (when they
become available) may be obtained free of charge on Lumentum's
website at https://www.lumentum.com/en or by directing a written
request to Lumentum Holdings Inc., Investor Relations, 400 North
McCarthy Boulevard, Milpitas, CA
95035. Copies of documents filed with the SEC by Oclaro (when they
become available) may be obtained free of charge on Oclaro's
website at http://www.oclaro.com/or by directing a written request
to Oclaro, Inc. Investor Relations, 225 Charcot Avenue,
San Jose, CA 95131.
Participants in the Merger Solicitation
Each of Lumentum Holdings Inc., Oclaro, Inc. and their
respective directors, executive officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding these persons who may, under the rules of the
SEC, be considered participants in the solicitation of Oclaro
stockholders in connection with the proposed transaction is set
forth in the proxy statement/prospectus described above filed with
the SEC. Additional information regarding Lumentum's executive
officers and directors is included in Lumentum's definitive proxy
statement, which was filed with the SEC on September 19, 2017.
Additional information regarding Oclaro's executive officers and
directors is included in Oclaro's definitive proxy statement, which
was filed with the SEC on September 27, 2017. You can obtain
free copies of these documents using the information in the
paragraph immediately above.
Contact Information
Lumentum:
Investors: Chris Coldren, 408-404-0606;
investor.relations@lumentum.com
Press: Greg Kaufman,
408-546-4593; media@lumentum.com
Oclaro:
Investors: Jim Fanucchi, 408-404-5400; ir@oclaro.com
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SOURCE Lumentum