Optical Communication Products Receives Action by Written Consent from Furukawa Electric Co. to Expand Board of Directors
May 29 2007 - 7:30AM
Business Wire
Optical Communication Products, Inc. (NASDAQ: OCPI) (�OCP�) today
announced that it has received an action by written consent of the
majority stockholder from The Furukawa Electric Co., Ltd.
(�Furukawa�). The action will amend OCP�s bylaws to expand its
Board of Directors to twelve with the appointment of four new
Furukawa directors. Following the appointment of the new directors,
the seven Furukawa directors would constitute a majority of the
expanded OCP Board. Furukawa, which has a 58.1% ownership interest
in OCP, has sufficient voting power to take this action
unilaterally under OCP�s bylaws and Delaware law. The effective
date of this action is the earlier of July 4, 2007 or 20 days
following the mailing of an Information Statement to shareholders
from OCP. Furukawa informed the Company on May 25, 2007 that its
directors intend to amend the Company�s recently adopted
shareholder rights plan (�Rights Plan�) for purposes of
consummating the sale of Furukawa�s 66,000,000 shares of OCP Class
B Common Stock to Oplink Communications, Inc. (�Oplink�). On April
23, 2007, Oplink informed OCP that it had entered into a stock
purchase agreement with Furukawa to acquire Furukawa�s interest in
OCP�s outstanding common stock for $1.50 per share, payable in cash
and stock of Oplink. In addition, Oplink has proposed to purchase
OCP�s remaining outstanding common stock not owned by Furukawa for
$1.50 per share. The Special Committee of the OCP Board of
Directors is presently evaluating Oplink�s unsolicited offer. On
May 3, 2007, the Special Committee adopted the limited Rights Plan
as a precautionary measure to protect the interests of OCP�s
minority shareholders while the Committee evaluates the Oplink
offer. The Record Date for this action is May 25, 2007. OCP is not
seeking consent or soliciting proxies from shareholders on this
action. About Optical Communication Products, Inc. (OCP) Founded in
1991, OCP designs, manufactures and sells a comprehensive line of
fiber optic components for metropolitan, local area and
fiber-to-the-home networks. Its global speed-to-market strategy
calls for increased international market penetration, fast-paced
product development and flexible, turnkey manufacturing capacity.
The Company�s product lines include optical transceivers,
transmitters and receivers. For more information, visit OCP's web
site at www.OCP-inc.com or Investor Digest at
www.globalprovince.com/ocpiindex.htm. Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995. This release
contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from the
results predicted. Important factors which could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements include those detailed under "Risk
Factors" and elsewhere in filings with the Securities and Exchange
Commission made from time to time by OCP, including its periodic
filings on Forms 10-K, 10-Q and 8-K. Other factors that could cause
our actual results to differ materially from those expressed or
implied in the forward-looking statements include (A) factors
relating to the Company and the fiber optic communications
industry, such as (i) the risk that our customers are unable to
reduce their inventory levels in the near-term and (ii) the risk
that we are unable to diversify and increase our customer base; (B)
factors relating to the acquisition of GigaComm, such as (i) the
possibility that the anticipated benefits from the acquisition
cannot be fully realized, (ii) our ability to successfully
integrate the operations of GigaComm with those of OCP, and the
possibility that costs or difficulties related to the integration
will be greater than expected, (iii) our ability to implement
future business and acquisition strategies, and (iv) our ability to
retain personnel of GigaComm; (C) factors relating to our
manufacturing contract with SAE Magnetics, such as the possibility
that the expected benefits from that contract will not be fully
realized or will be delayed; (D) factors relating to doing business
in Taiwan and The People's Republic of China, such as, but not
limited to (i) risks relating to political and diplomatic issues
between Taiwan and The People's Republic of China, (ii) difficulty
of managing global operations, including staffing and managing
foreign operations, (iii) differing labor regulations, and (iv)
foreign currency risk; and (E) factors relating to Oplink's pending
acquisition of the shares of OCP capital stock beneficially owned
by Furukawa and Oplink's proposal to acquire the remaining
outstanding capital stock of OCP by means of a merger. OCP
undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
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