Opnext Determines Unsolicited Offer to Acquire Company Is Not Superior
05 6월 2012 - 6:13AM
Business Wire
Opnext, Inc. (NASDAQ:OPXT), a global leader in the design and
manufacture of optical modules and components, today announced that
on May 31, 2012, the board of directors of Opnext determined that
an unsolicited non-binding offer to acquire all of the issued and
outstanding capital stock of Opnext for $1.40 per share was not
superior to Opnext’s proposed merger with Oclaro, Inc. The offer
had been received on May 23, 2012 from a technology-focused private
equity firm with significant available capital and was subject to
the performance of due diligence by the private equity firm. After
careful consideration and consultation with its financial and legal
advisors and with Opnext management, Opnext’s board of directors
determined that the offer was not financially more favorable to
Opnext’s stockholders than the transactions contemplated by the
Agreement and Plan of Merger and Reorganization, dated as of March
26, 2012, entered into among Opnext, Oclaro, Inc., and Tahoe
Acquisition Sub, Inc.
Opnext notes that significant progress has been made on the
pending merger with Oclaro and that Opnext believes, subject to
receipt of the required stockholder approvals of Opnext and Oclaro
and other remaining third party regulatory consents, the merger is
on target for a closing early in the third calendar quarter of
2012.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
business combination involving Opnext and Oclaro. In connection
with the proposed transaction, Opnext and Oclaro have filed and
plan to file documents with the Securities and Exchange Commission,
including the filing by Oclaro on May 8, 2012 of a Registration
Statement on Form S-4 containing a Joint Proxy
Statement/Prospectus, and each of Opnext and Oclaro plan to file
other documents with the SEC regarding the proposed transaction.
Investors and security holders of Opnext and Oclaro are urged to
carefully read the Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC by Opnext and
Oclaro as they will contain important information about the
proposed transaction. Investors and security holders may obtain
free copies of the documents filed with the SEC on Opnext’s website
at www.opnext.com or Oclaro’s website at www.oclaro.com or the
SEC’s website at www.sec.gov. Opnext, Oclaro and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies with respect to the proposed transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus described above. Additional
information regarding the directors and executive officers of
Opnext is also included in Opnext’s proxy statement for its 2011
Annual Meeting of Stockholders, which was filed with the SEC on
January 26, 2012.
Cautionary Statement Regarding Forward-Looking
Statements
Certain of the statements in this release are “forward-looking
statements” within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 that are not
limited to historical facts, but reflect Opnext's and Oclaro's
current beliefs, expectations or intentions regarding future
events. Words such as “may,” “will,” “could,” “should,” “expect,”
“plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “pursue,” “target,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Opnext's and Oclaro's expectations with respect to the
anticipated financial benefits of the proposed transaction;
approval of the proposed transaction by stockholders; the
satisfaction of the closing conditions to the proposed transaction;
and the timing of the completion of the proposed transaction. All
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, many of which are
generally outside the control of Opnext and Oclaro and are
difficult to predict. Examples of such risks and uncertainties
include, but are not limited to: (i) the failure of the merger to
close for any reason; (ii) the competitive position and
opportunities for the combined company; (iii) general business and
economic conditions; (iv) the performance of financial markets; (v)
risks relating to the consummation of the contemplated merger,
including the risk that required stockholder approval and
regulatory agencies might not be obtained in a timely manner or at
all or that other closing conditions are not satisfied; (vi) the
impact on the merger on the markets for the combined companies
optical, industrial and consumer products; (vii) the failure of the
combined company to realize synergies and cost-savings from the
transaction or delay in realization thereof; (viii) the businesses
or employees of Opnext and Oclaro not being combined and integrated
successfully, or such combination taking longer or being more
difficult, time-consuming or costly to accomplish than expected;
(ix) operating costs and business disruption following the merger,
including adverse effects on employee retention and on our business
relationships with third parties; (x) the future performance of the
combined company following the closing of the merger; (xi) the
combined company’s ability to maintain gross margins; (xii) effects
of fluctuating product mix on results; (xiii) the combined
company’s ability to timely develop and commercialize new products;
(xiv) the combined company’s ability to respond to evolving
technologies and customer requirements; (xv) the combined company’s
dependence on a limited number of customers for a significant
percentage of its projected revenues; (xvi) the combined company’s
ability to effectively compete with companies that have greater
name recognition, broader customer relationships and substantially
greater financial, technical and marketing resources; (xvii)
increased costs related to downsizing and compliance with
regulatory requirements in connection with such downsizing,
competition and pricing pressure; (xviii) the combined company’s
potential lack of availability of credit or opportunity for equity
based financing; (xix) the combined company’s risks associated with
international operations; (xx) the combined company’s outcome of
tax audits or similar proceedings; and (xxi) the outcome of
litigation pending against Opnext or Oclaro. Additional factors
that can cause the results to materially differ than those
described in the forward-looking statements can be found in the
most recent Form 10-Q, most recent Form 10-K and other periodic
reports filed by Opnext and Oclaro, with the Securities and
Exchange Commission. They each anticipate subsequent events and
developments may cause their views and expectations to change.
Neither Opnext nor Oclaro assumes any obligation, and they
specifically disclaim any intention or obligation, to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
(OPXT-G)
About Opnext:
Opnext (NASDAQ:OPXT) is the optical technology partner of
choice supplying systems providers and OEMs worldwide with one of
the industry's largest portfolio of 10Gbps and higher next
generation optical products and solutions. The Company's industry
expertise, future-focused thinking and commitment to research and
development combine in bringing to market the most advanced
technology to the communications, defense, security and biomedical
industries. Formed out of Hitachi, Opnext has built on more than 30
years of experience in advanced technology to establish its broad
portfolio of solutions and solid reputation for excellence in
service and delivering value to its customers. For additional
information, visit www.opnext.com.
Opnext, Inc. (MM) (NASDAQ:OPXT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 5월(5) 2024
Opnext, Inc. (MM) (NASDAQ:OPXT)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024