SAN JOSE, Calif., Jan. 21, 2022 /PRNewswire/ -- Lumentum Holdings
Inc. (NASDAQ: LITE) ("Lumentum") and NeoPhotonics Corporation
(NYSE: NPTN) ("NeoPhotonics") today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act") with respect to Lumentum's pending
transaction with NeoPhotonics. The expiration of the waiting period
under the HSR Act satisfies one of the conditions to the closing of
the transaction contemplated by the previously announced Agreement
and Plan of Merger (the "Merger Agreement"), dated as of
November 3, 2021.
The consummation of the transaction remains subject to other
customary closing conditions set forth in the Merger Agreement,
including approval of NeoPhotonics' stockholders and approval from
the State Administration for Market Regulation (SAMR) of
the People's Republic of China.
The transaction is expected to close in the second half of calendar
year 2022, as previously announced.
About Lumentum
Lumentum (NASDAQ: LITE) is a major designer and manufacturer of
innovative optical and photonic products enabling optical
networking and laser applications worldwide. Lumentum optical
components and subsystems are part of virtually every type of
telecom, enterprise, and data center network. Lumentum lasers
enable advanced manufacturing techniques and diverse applications
including next-generation 3D sensing capabilities. Lumentum is
headquartered in San Jose,
California with R&D, manufacturing, and sales offices
worldwide. For more information, visit www.lumentum.com.
About NeoPhotonics
NeoPhotonics (NYSE: NPTN) is a leading developer and
manufacturer of lasers and optoelectronic solutions that transmit,
receive and switch high-speed digital optical signals for Cloud and
hyper-scale data center internet content providers and telecom
networks. NeoPhotonics' products enable cost-effective, high-speed
over distance data transmission and efficient allocation of
bandwidth in optical networks. NeoPhotonics maintains headquarters
in San Jose, California and ISO
9001:2015 certified engineering and manufacturing facilities in
Silicon Valley (USA), Japan and China. For additional information visit
www.neophotonics.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements generally relate to future
events, including the timing of the proposed transaction and other
information related to the proposed transaction. 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 the proposed transaction and our expectations,
strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to,
(i) expectations regarding the timing, completion and expected
benefits of the proposed transaction, (ii) plans, objectives and
intentions with respect to future operations, customers and the
market, and (iii) the expected impact of the proposed transaction
on the business of the parties. 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. These
risks include the risk that the transaction may not be completed in
a timely manner or at all; the ability to secure regulatory
approvals on the terms expected in a timely manner or at all; the
effect of the announcement or pendency of the transaction on our
business relationships, results of operations and business
generally; risks that the proposed transaction disrupts current
plans and operations; the risk of litigation and/or regulatory
actions related to the proposed transaction; potential impacts of
the Covid-19 pandemic; changing supply and demand conditions in the
industry; and general market, political, economic and business
conditions. The forward-looking statements contained in this
communication are also subject to other risks and uncertainties,
including those more fully described in filings with the Securities
and Exchange Commission, including reports filed on Form 10-K, 10-Q
and 8-K and in other filings made by NeoPhotonics and Lumentum with
the SEC from time to time and available at www.sec.gov. These
forward looking statements are based on current expectations, and
with regard to the proposed transaction, are based on Lumentum's
and NeoPhotonics' current expectations, estimates and projections
about the expected date of closing of the proposed transaction and
the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by NeoPhotonics
and Lumentum, all of which are subject to change.
The parties undertake no obligation to update the information
contained in this communication or any other forward-looking
statement.
Additional Information and Where to Find It
This communication is being made in respect of a proposed
transaction involving Lumentum and NeoPhotonics. NeoPhotonics filed
a definitive proxy statement on Schedule 14A with the Securities
and Exchange Commission (the "SEC") on December 23, 2021 in connection with the proposed
transaction. Under the proposed terms, promptly after filing its
proxy statement with the SEC, NeoPhotonics mailed or otherwise made
available the proxy statement and a proxy card to each stockholder
entitled to vote at the annual meeting relating to the proposed
transaction. This communication is not a substitute for the proxy
statement or any other document that NeoPhotonics may file with the
SEC or send to its stockholders in connection with the proposed
transaction. The proxy statement described above contains important
information about the proposed transaction and related matters.
NEOPHOTONICS STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO
CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IN RESPECT OF THE PROPOSED TRANSACTION WHEN THEY BECOME
AVAILABLE, AS THOSE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION.
LUMENTUM AND NEOPHOTONICS URGE INVESTORS AND SECURITY HOLDERS TO
READ THE PROXY STATEMENT DESCRIBED ABOVE 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 are able to obtain the
preliminary proxy statement, the definitive proxy statement and
other relevant materials in connection with the proposed business
combination (when they are available and filed) free of charge at
the SEC's website, 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 www.lumentum.com or by
contacting Lumentum's Investor Relations Department at
investor.relations@lumentum.com. Copies of documents filed with the
SEC by NeoPhotonics (when they become available) may be obtained
free of charge on NeoPhotonics' website at
https://ir.NeoPhotonics.com or by contacting NeoPhotonics' Investor
Relations at ir@neophotonics.com.
Participants in the Solicitation
The directors and executive officers of NeoPhotonics may be
deemed to be participants in the solicitation of proxies from the
stockholders of NeoPhotonics in connection with the proposed
transaction. Information regarding the interests of these
directors and executive officers in the transaction described
herein is included in the proxy statement described above.
Additional information regarding NeoPhotonics' directors and
executive officers is also included in NeoPhotonics' proxy
statement for its 2021 Annual Meeting of Stockholders, which was
filed with the SEC on April 16, 2021.
These documents are available free of charge as described in the
preceding paragraph.
Category: Financial
Contact Information
Lumentum
Investors: Kathy Ta,
408-750-3853, investor.relations@lumentum.com
Media: Eric Brielmann or
Kaitlin Kikalo, Joele Frank, Wilkinson Brimmer Katcher, (212)
355-4449
NeoPhotonics
Investors: Sapphire Investor Relations, LLC, Erica Mannion, Investor Relations, (617)
542-6180, ir@neophotonics.com
Media: LouVan Communications, Inc., Michael Newsom, (617) 803-5385,
mike@louvanpr.com
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SOURCE Lumentum
