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Oclaro's CEO Discusses Oclaro And Opnext Merger Conference Call (Transcript)

Before we start talking about the combined company, let me summarize the key points about the transaction. This is a stock for stock tax-free exchange at a fixed exchange ratio of 0.42. The implied pro forma ownership is 42% for Opnext shareholders and 58% for Oclaro shareholders. Alain, the current CEO and Chairman of Oclaro will be the CEO and Chairman of the new company.

I will join the board of Oclaro along with three other Board Directors from Opnext. The size of the board will be ten and the closing is expected in three to six months depending on the regulatory and shareholder approvals.

Now Alain and I want to share with you why we are so excited about this merger and unique opportunities the new company has the service customers while generating value for the shareholders and opportunities for our employees. Starting out the number one; our products and customers overlap is very minimal and the two companies will lend itself to a smooth, efficient integration once the closing occurs.

The broad portfolio of components and modules will allow us to take advantage of more vertical integration needed to differentiate our products, reduce our costs and offer more comprehensive solutions to our customers. The extensive customer base includes a leading global optical equipment providers in both the telecom and datacom space. Although Oclaro and Opnext share some of the same large customers, the products sold to them are quite different. In the future there is a real opportunity to be a preferred supplier to our customers that has a full complement of products, which includes most of the critical building blocks for an end-to-end optical network.

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