SAN JOSE, Calif. and FREMONT, Calif. -- Oclaro, Inc. (Nasdaq: OCLR - News), a tier-one provider and innovator of optical communications and laser solutions, and Opnext, Inc. (Nasdaq: OPXT - News), a global leader in the design and manufacture of optical modules, components and subsystems, today announced that they have entered into a definitive agreement to merge in an all-stock transaction. Under the terms of agreement, Opnext shareholders will receive a fixed ratio of 0.42 shares of Oclaro common stock for every share of Opnext common stock they own.

The Oclaro and Opnext merger is expected to mark a major transformation in the optical industry, bringing together over 30 years of combined telecom and datacom optical technology innovation. The merger will create a new industry leader in the fast-growing optical components and modules market, forecast to reach $9.2 billion in 2015.[1] The broad product portfolio, technology innovation, engineering resources, cost structure and strategic customer relationships of the combined company are expected to expand its opportunities for growth and to create long-term shareholder value.

Data-intensive applications such as video and cloud computing, and the proliferation of mobile devices, are driving the need for increased performance and bandwidth throughout the core optical networks, at the heart of the world's Internet traffic. These trends are also forcing enterprises and data centers to upgrade and deploy new data communications infrastructures.

As a result, traditionally separate telecom and datacom networks are converging, leveraging advanced optical networking technologies from companies such as Opnext and Oclaro. The combined company will be well positioned to capitalize on these trends to become the No. 1 supplier to the core optical networks with a strong leadership position in the fastest-growing 40G and 100G segment, which is expected to grow at a CAGR of 42% through 2015[2]. The broader product line resulting from the merger strengthens the combined company's position as a key supplier to existing and new customers.

"This merger clearly will be a unique and transformational opportunity for both Oclaro and Opnext," said Alain Couder, chairman and CEO, Oclaro. "Our respective customers want to work with fewer, more strategic suppliers who can deliver the breadth of technologies they need. Through this merger, the companies' complementary and vertically-integrated product portfolios, scale, and heritage of technology innovation will put the merged company in that valued strategic partner and leadership role. By doing so, and at the same time saving significant costs, we also expect to generate substantially more long-term value for shareholders than either company could deliver alone."

Oclaro Inc. (Nasdaq: OCLR)

Opnext Inc. (Nasdaq: OPXT)