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Oclaro Sells Zurich Gallium Arsenide Laser Diode Business To II-VI Incorporated For $115 Million

SAN JOSE, Calif., Sept. 12, 2013 /PRNewswire/ -- Oclaro, Inc. (NASDAQ: OCLR), a leading provider and innovator of optical communications solutions, today announced that it has sold its Oclaro Switzerland GmbH subsidiary and associated laser diodes business to II-VI Incorporated (NASDAQ:IIVI) in a transaction valued at $115 million. In addition, II-VI acquired an exclusive option to purchase Oclaro's optical amplifier and micro-optics business for $88 million in cash.

(Logo: http://photos.prnewswire.com/prnh/20130129/SF49903LOGO)

"The sale of our Gallium Arsenide laser diode business is an important first step in our plan to restructure the company," said Greg Dougherty, CEO, Oclaro. "The Zurich-based business, including the team and its rich legacy, is a valuable asset and we wish II-VI and the team much future success.  We will use the proceeds from the sale to fully repay our bridge financing and to begin restructuring the company for the future. We intend to further simplify our operating footprint, reduce our cost structure and focus our R&D investment in the optical communications market where we can leverage our core competencies."

Transaction Terms

Of the total transaction value of $115 million, Oclaro received $92 million in cash today. Oclaro will retain the existing accounts receivable of the business, estimated at approximately $15 million. The remaining $8 million is being held by II-VI subject to traditional post-closing conditions. 

As part of the agreement, II-VI has purchased the Oclaro Zurich, Switzerland company, which includes its GaAs fabrication facility, and also the corresponding high power laser diodes, VCSEL and 980nm pump laser product lines, including intellectual property, inventory, equipment and a related R&D facility in Tucson all of which are associated with these businesses ("the Zurich business"). Revenues for the Zurich business were approximately $87 million for the fiscal year ended June 29, 2013.

Oclaro will continue the back-end manufacturing of the 980nm pump and some high power laser diode products at its Shenzhen, China manufacturing facility and supply them to II-VI under a manufacturing services agreement. The employees of Shenzhen, China will continue to be employed by Oclaro. In addition, various supply and transition service agreements have been established between the companies to ensure a smooth transition.

The option to purchase Oclaro's optical amplifier and micro-optics business, for which II-VI separately paid $5 million in cash, will expire if not exercised within 30 days. If this option is exercised and II-VI purchases the amplifier and micro-optics business, the option price will be applied to the purchase price. If II-VI does not exercise this option, the $5 million payment will be retained by Oclaro.

Total proceeds received by Oclaro today were $97 million.

Foros and Imperial Capital acted as financial advisors to Oclaro.

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