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II-VI Incorporated Announces Acquisition Of Oclaro, Inc.'s Switzerland-Based Semiconductor Laser Business; Expands Credit Facility

PITTSBURGH, Sept. 12, 2013 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) announced today that it has acquired the Zurich, Switzerland-based semiconductor laser business (the "Business") of Oclaro, Inc. (Nasdaq:OCLR) in a transaction valued at $115 million.

The acquisition provides II-VI with semiconductor laser technology used in industry-leading laser system products including fiber lasers and direct diode lasers for material processing, medical, consumer and fiber optic communication applications. The gallium arsenide semiconductor laser business was originated by IBM Zurich and was integrated with the gallium arsenide semiconductor laser assets in Tucson, Arizona acquired from Newport Spectra-Physics in 2009. II-VI will operate the Business as II-VI Laser Enterprise GmbH.

Francis J. Kramer, president and chief executive officer of II-VI Incorporated, stated "We are very pleased to complement II-VI's broad and differentiated portfolio of engineered materials with a world-class semiconductor laser platform enabling high-performance and high-reliability laser chips and modules addressing several growing markets. This acquisition is an integral part of II-VI's overall strategy, which is centered on a broad participation in laser systems across multiple applications. We will include the Business in a new operating segment."

Kramer continued, "Our new Zurich-based operation has a rich history of technological innovation in the laser industry. We expect to increase the resources available to the team, enabling them to drive important new products for II-VI customers. We welcome our new employees to the II-VI family of companies."

Additional Transaction Details

At closing, II-VI paid $92 million in cash to Oclaro for the Business, Oclaro retained $15 million in accounts receivable from the Business, $6 million of cash is being held back by II-VI for 15 months from the date of the close and $2 million of cash is being held back by II-VI for potential working capital adjustments.

As outlined below, II-VI financed the acquisition with available cash and borrowings under an expanded credit facility. For the remainder of II-VI's fiscal year ending June 30, 2014, the Business is currently expected to generate approximately $70 million in revenues and is currently expected to be dilutive to earnings by between $0.08 and $0.12 per share, including $0.06 per share of estimated one-time acquisition-related expenses. For the quarter ending September 30, 2013, the Business is currently expected to be dilutive to earnings by between $0.07 and $0.08 per share, which also includes $0.06 per share of estimated one-time acquisition-related expenses. II-VI expects the transaction to become accretive to earnings during the fiscal year ending June 30, 2015.

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