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Lumentum to Acquire Optical Components Maker Oclaro for USD 1.8Bbn in Cash, Stock
Tuesday 13 March 2018

13 March 2018 - US-based photonics products provider Lumentum Holdings Inc. has agreed to acquire US-based optical components and modules provider Oclaro, Inc., the company said.

The deal has been unanimously approved by the boards of directors of both companies.

For each share of Oclaro stock held, Oclaro stockholders will be entitled to receive USD 5.60 in cash and 0.0636 of a share of Lumentum common stock, subject to the terms of the definitive agreement.

The transaction values Oclaro at USD 9.99 per share or approximately USD 1.8bn in equity value, based on the closing price of Lumentum's stock on March 9, 2018, of USD 68.98.

The transaction value represents a premium of 27% to Oclaro's closing price on 9 March 2018 and a premium of 40% to Oclaro's 30 day average closing price. Oclaro stockholders are expected to own approximately 16% of the combined company at closing.

The transaction is expected to generate more than USD60 m of annual run-rate synergies within 12 to 24 months of the closing and be immediately accretive to non-GAAP earnings per share.

Lumentum intends to fund the cash consideration with a combination of cash on hand from the combined companies' balance sheets and USD 550m in debt financing.

The transaction is expected to close in the second half of calendar 2018, subject to approval by Oclaro's stockholders, antitrust regulatory approval in the US and China, and other customary closing conditions.

One member of Oclaro's board of directors, as mutually determined, will join Lumentum's board of directors upon the closing of the transaction.

Lumentum (NASDAQ: LITE) is a manufacturer of optical and photonic products enabling optical networking and commercial laser customers worldwide.

Oclaro, Inc. (NASDAQ: OCLR), is in optical components and modules for the long-haul, metro and data center markets.
Details
Date Published: 13/03/2018
Target: Oclaro, Inc
Country: USA
Deal Size: 1.88bn (USD)
Sector: Electronics
Type: Corporate acquisition
Financing: Cash and Stock
Status: Agreed
Vendor:
Buyer: Lumentum Holdings
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