MILPITAS, Calif., Dec. 10, 2018 /PRNewswire/ -- Lumentum Holdings
Inc. ("Lumentum" or the "Company") today announced that it has
completed its previously announced acquisition of Oclaro, Inc.
Oclaro's stockholders previously approved the merger agreement
relating to Lumentum's acquisition of Oclaro. As a result of the
completion of the acquisition, trading in Oclaro common stock on
the NASDAQ Stock Market will cease today.
"I'm excited to close the acquisition and now move forward with
realizing the strong potential of the combined company. The
combined scale, resources, talent, and breadth of technologies will
help us accelerate innovation and the development of the products
our customers and network operators around the world need to handle
the tremendous and unrelenting growth in network bandwidth," said
Alan Lowe, president and CEO of
Lumentum. "I am excited to welcome the talented Oclaro employees to
Lumentum and want to thank Oclaro's management team for their
leadership in getting us to this point today."
Under the terms of the merger agreement, Oclaro stockholders
will receive $5.60 in cash and 0.0636 of a share
of Lumentum common stock for each share of Oclaro common
stock that is exchanged in accordance with the terms of the merger
agreement. Lumentum and Oclaro have determined that it
is likely that the transaction will be fully taxable to Oclaro
stockholders for U.S. federal income tax purposes, and therefore
Lumentum will report the transaction as taxable.
"Completion of the transaction creates a powerful force in the
optical industry and tremendous opportunity for employees,
customers, and shareholders," said Greg
Dougherty, Oclaro's CEO. "It was a great pleasure to lead
the Oclaro team, and I wish the new combined Lumentum team future
success."
As previously announced Lumentum anticipates achieving an
estimated $60 million in synergies in
the 12-24 months following the closing of the transaction.
Lumentum financed the cash portion of the transaction
consideration with cash from the combined company balance sheets
and $500 million from a new term loan
entered into in connection with the closing of the transaction.
Ian Small, a member of Oclaro's
Board of Directors, has joined the Lumentum Board of Directors, per
the terms of the merger agreement. Mr. Small is the Chief Executive
Officer of Evernote, a mobile and desktop personal productivity
application company and was previously with Telefónica S.A., where
he was the company's global Chief Data Officer, and also served as
Chairman of the Board of TokBox, a platform-as-a-service provider
of embedded video communications.
Lumentum is not updating any previously provided guidance for
fiscal Q2 2019 results to incorporate the impact of the Oclaro
acquisition. During its fiscal Q2 2019 earnings conference call,
Lumentum will provide an update on Oclaro's contribution to
Lumentum's second fiscal quarter. Details regarding the date and
time of the call will be provided later.
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.
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 the CEO quotes, 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 expectations, strategy, plans or
intentions. Lumentum'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 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 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 filings with the Securities and
Exchange Commission ("SEC"), including Lumentum's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 29, 2018, filed with the SEC on
November 1, 2018, Lumentum's Annual
Report on Form 10-K for the year ended June
30, 2018, filed with the SEC on August 28, 2018, and in the Form S-4 filed by
Lumentum with the SEC on May 17,
2018, as amended on May 31,
2018, in connection with the Oclaro 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 as of the date hereof,
and Lumentum disclaims any obligation to update any
forward-looking statements, except as required by law.
Contact Information
Investors: Chris Coldren,
408-404-0606; investor.relations@lumentum.com
Press: Greg Kaufman,
408-546-4593; media@lumentum.com
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SOURCE Lumentum