Oclaro, Inc. (OCLR) Oclaro and Opnext Merger Conference Call March 26, 2012 05:00 pm ET Executives Jim Fanucchi - Summit IR Group Alain Couder - Chairman & CEO, Oclaro Harry Bosco - Chairman & CEO, Opnext Jerry Turin - CFO, Oclaro Bob Nobile - CFO, Opnext Analysts Patrick Newton - Stifel Nicolaus Ehud Gelblum - Morgan Stanley Subu Subrahmanyan- Juda Group Hamed Khorsand - BWS Financial William Stein - Credit Suisse Presentation Operator
Neither Oclaro, nor Opnext assumes any obligation or intent to update any forward-looking statements, whether as a result of new information, future events or otherwise. In addition during this call we may be referring to non-GAAP financial measures. With respect to any of these non-GAAP measures directly comparable generally accepted accounting principles measures are set forth in a reconciliation of GAAP to non-GAAP measures and included in the accompanying presentation which is available in the investor section of each company's website.We would also like to clarify now that Oclaro and Opnext will not be providing an update nor will we answer questions relating to the current quarter’s results. In connection with the proposed combination, Oclaro intends to file documents with the SEC, including a registration statement on Form S-4 containing a joint proxy statement and perspectives. Investors and security holders are urged to read carefully the joint proxy statement perspectives, when it is filed with the SEC and other documents filed by either company with the SEC relating to the proposed combination when they are filed because they will contain important information. Our speakers today are Alain Couder, Chairman and CEO of Oclaro and Harry Bosco, Chairman and CEO of Opnext; Jerry Turin, Chief Financial Officer of Oclaro and Bob Nobile, Chief Financial Officer of Opnext will also be available during the question-and-answer session. I would now like to turn the call over to Alain. Alain Couder Okay, I would like just to introduce this merger. This is a very exciting day for us and I would like to turn to Harry to make all the thought processes in the production as he has many, many years of experience with the industry and can give you even more color than I could. Harry Bosco Okay, thank you Alain and good afternoon. From a historical revenue perspective, the merged company that we have now will be number two in the industry. But you have to really look underneath that and see the merged company in more detail. The combination, truly unique with its world-class customer, product and technology base.
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. Read the rest of this transcript for free on seekingalpha.com