Approximately 99.5% of NeoPhotonics stockholders who voted cast their votes in favor of the proposal to approve the merger agreement. This represented approximately 76.3% of NeoPhotonics’ outstanding common stock as of the record date for the Special Meeting of Stockholders.
The company said the transaction is now expected to close in the second half of calendar year 2022.
Lumentum to acquire NeoPhotonics for $918M amidst strong demand
Lumentum agreed to acquire NeoPhotonics for $16.00 per share in cash, representing a total equity value of approximately $918 million and a premium of approximately 39% to NeoPhotonics' closing stock price on November 3, 2021.
The companies cited significant next-gen 400G+ opportunities as a leading driver for the merger.
NeoPhotonics, which was founded in 1996 and is based in San Jose, is a leading supplier of tunable lasers and optoelectronic components, including devices manufactured in its own Indium Phosphide fabs and combined with electronics using using Advanced Hybrid Photonic Integration techniques. The product portfolio includes coherent components and tunable lasers, coherent transceivers, wavelength management products, as well as fixed wavelength lasers and high speed driver ICs. The company has engineering and manufacturing facilities in Silicon Valley (USA), Japan and Shenzhen, China.
Lumentum said the acquisition strengthens its position in the more than $10 billion market for optical components used in cloud and telecom network infrastructure.
"With NeoPhotonics, we're making another important investment in better serving our customers and expanding our photonics capabilities at a time when photonics are at the forefront of favorable long-term market trends," said Alan Lowe, Lumentum President and CEO. "At the center of our strategy is a relentless focus on developing a differentiated portfolio with the most innovative products and technology in our industry so that we can help our customers compete and win in their respective markets. Adding NeoPhotonics' differentiated products and technology and innovative R&D team is consistent with this strategy and together, we will better meet the growing need for next generation optical networking solutions."
"Today's announcement is an exciting milestone for NeoPhotonics," said Tim Jenks, NeoPhotonics President, CEO, and Chairman. "The increasing global demand for our ultra-pure light tunable lasers and photonics technologies for speed over distance applications is more apparent than ever, and Lumentum is the ideal partner to serve our customers on a larger scale. Lumentum recognizes the importance of NeoPhotonics' differentiated photonic technology and products, which are well positioned for accelerated growth in the coming years. "
Lumentum intends to finance the transaction through cash from the combined company's balance sheet. Lumentum also noted that it will provide up to $50 million in term loans to NeoPhotonics to fund anticipated growth, which may require increased working capital and manufacturing capacity.
