SAN JOSE, Calif.?(BUSINESS WIRE)?
NeoPhotonics Corporation (NPTN), a leading designer and
manufacturer of photonic integrated circuit, or PIC, based modules and
subsystems for bandwidth-intensive, high speed communications networks,
today announced that it has completed the acquisition of the
semiconductor optical components business unit (OCU) of LAPIS
Semiconductor Co., Ltd., a leading designer and manufacturer of high
speed lasers, laser drivers, photodiodes and amplifiers for high speed
networks. OCU was previously the component division of OKI Electric for
high speed lasers and high speed III-V amplifiers before it was acquired
by ROHM Semiconductor in 2008. As of the closing, the OCU business was
merged into and now operates as NeoPhotonics Semiconductor GK, a
Japanese subsidiary of NeoPhotonics.
?We are pleased to have closed the previously announced acquisition of
the optical components unit of LAPIS Semiconductor in accordance with
our purchase agreement and earlier than planned,? said Tim Jenks,
Chairman and CEO of NeoPhotonics. ?We look forward to this expansion of
our 100G product suite, our further strategic expansion into the Japan
market, the addition of new global network equipment and module
customers, and expanding our business opportunities with our current
mutual customers.?
On March 29, 2013, NeoPhotonics paid approximately $10.2 million in cash
for the business of OCU, after adjustments, and approximately $3.7
million in cash as the first of four equal payments for the associated
real estate. In the transaction, NeoPhotonics also assumed employee
retirement obligations of approximately $6.5 million and compensation
obligations of approximately $0.6 million. The total consideration for
the real estate including the payment made upon the closing is
approximately $14.6 million with the balance payable over the next three
years. Including the future payments for real estate, the total purchase
price is approximately $35.2 million. The purchase consideration is paid
in Japanese Yen.
On March 21, 2013, NeoPhotonics entered into a syndicated Revolving
Credit and Term Loan Agreement with Comerica Bank, as administrative
agent and lead arranger. East West Bank has also become a lender under
this facility. NeoPhotonics borrowed $28 million under the term loan
facility and $12 million under the revolving credit facility to
refinance existing company indebtedness of approximately $20.9 million
and help finance the OCU acquisition and related transaction expenses.
Anticipated OCU Financial Impact
Prior to the closing, the LAPIS Semiconductor OCU business unit was not
a standalone company; therefore historically it has not prepared
separate financial statements, and audited financial information for the
business unit is not yet available. Based on preliminary unaudited pro
forma financial information provided by the management of LAPIS
Semiconductor, OCU had revenue of approximately?$45 million?for the
first nine months ended?September 30, 2012. Based on company estimates,
the addition of OCU is expected to be accretive to the company?s
Adjusted EBITDA within the first year following the transaction. Given
that the acquisition closed in the first fiscal quarter for
NeoPhotonics, transaction related expenses, which are expected to be in
the range of $3 million to $4 million, are expected to be incurred in
the first quarter.
NeoPhotonics?plans to provide an update on the OCU business, now
NeoPhotonics Semiconductor GK, when it releases its quarterly financial
results for the first quarter of 2013, which is currently expected to be
in the first half of May 2013. The company is also preparing the
required historical and pro forma financial results reflecting the
acquisition and plans to file the information with the?Securities and
Exchange Commission within the next 75 days, or by June 12, 2013.
About NeoPhotonics
NeoPhotonics is a leading designer and manufacturer of photonic
integrated circuit, or PIC, based optoelectronic modules and subsystems
for bandwidth-intensive, high-speed communications networks. The
company?s products enable cost-effective, high-speed data transmission
and efficient allocation of bandwidth over communications networks.
NeoPhotonics maintains headquarters in San Jose, California and ISO
9001:2000 certified engineering and manufacturing facilities in Silicon
Valley (USA), Japan and China. For additional information, visit www.neophotonics.com.
? 2013 NeoPhotonics Corporation. All rights reserved. NeoPhotonics and
the red dot logo are trademarks of NeoPhotonics Corporation. All other
marks are the property of their respective owners.
Forward Looking Statements
This press release contains forward-looking statements within the
meaning of applicable securities laws. Statements that are not
historical facts, including statements about beliefs, expectations and
future performance of NeoPhotonics, are forward-looking statements. The
use of any of the words ?intend?, ?believe?, ?may?, ?would?, ?will?,
?expect?, ?anticipate?, ?estimates?, and similar expressions are
intended to identify forward-looking statements. In particular, forward
looking statements in this press release include, but are not limited
to, the statements under the paragraph entitled ?Anticipated OCU
Financial Impact;? the impact of the transaction on NeoPhotonics,
including the anticipated benefits and costs, of the proposed
acquisition; the expected accretive impact of the transaction to the
financial results of NeoPhotonics; future opportunities for NeoPhotonics
and the OCU business in Japan and globally; market and industry trends;
the plans, strategies and objectives of management for future
operations; and the anticipated timing of the completion of the
preparation of financial statements and the release of first quarter
financial results.
The foregoing forward-looking statements are based on the current
expectations of NeoPhotonics and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed in the forward-looking statements, including, but not limited
to, the risk that integrating OCU?s technology, employees or operations
may be more difficult, time-consuming or costly than expected; the risk
that OCU?s or the NeoPhotonics business may not perform as expected due
to transaction-related uncertainty or other factors (including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers); uncertainties related to customer
demand and the ability to develop technologies and match production with
customer demands; pricing trends and fluctuations in the
telecommunications and semiconductor industries; cost increases; the
impact of recent uncertainty and volatility in global economic
conditions and in the telecommunications and semiconductor industries;
natural disasters, civil unrest, acts of terrorism, or other supply
chain disruptions; and other risks and uncertainties listed in the
recent Form 10-K filed by NeoPhotonics Corporation with the U.S.
Securities and Exchange Commission on March 15, 2013, to which your
attention is directed. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date
hereof, and NeoPhotonics undertakes no obligation to update these
forward-looking statements to reflect subsequent events or circumstances.
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