Optical components

Oclaro/Opnext Deal Not Quite Done

The acquisition of Opnext Inc. (Nasdaq: OPXT) by Oclaro Inc. (Nasdaq: OCLR) didn't get finalized in Tuesday's shareholder meeting.

They came close. Missed it by that much.

The sticking point is that Oclaro says it needs to issue more stock in order to complete the all-stock transaction. Only 46 percent of Oclaro's shares have voted "yes" on that proposal so far. The proposal requires 50 percent to pass.

The deal that the companies signed in March would swap each Opnext share for 0.42 shares of Oclaro.

Oclaro has scheduled another shareholder meeting for Monday at 2 p.m. Pacific time to try to collect the votes it needs. Based on numbers in the companies' press release, which was issued Tuesday evening, Light Reading calculates that only 52 percent of all Oclaro shares have voted so far, theoretically leaving plenty of votes available to push the proposal over the edge.

Everything else about the merger is ready to go. Opnext shareholders approved the deal at the Tuesday shareholder meeting. And Oclaro's shareholders approved the idea of the merger; specifically, they approved the use of stock for the deal.

The deal has had one other small bit of drama. A private equity firm has had its eye on Opnext since at least March -- before the Oclaro deal was announced -- according to an SEC filing. That firm came to Opnext with a $1.40-per-share cash offer in May, which Opnext rejected.

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— Craig Matsumoto, Managing Editor, Light Reading

Pete Baldwin 12/5/2012 | 5:27:37 PM
re: Oclaro/Opnext Deal Not Quite Done

I checked with Oclaro about whether these resolutions have any deadline. Oclaro said that if enough "yes" votes aren't collected on Monday, they'll just adjourn again and try again -- which I'm taking to mean there's no deadline.

It doesn't seem like anything too surprising should happen at this point, but... we'll keep an eye on it, just because you never know...

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