The $1.8 billion optical components takeover is complete.

December 11, 2018

2 Min Read

MILPITAS, Calif. -- 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.

Lumentum Holdings Inc.

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