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INVESTOR RELATIONS

NeoPhotonics is a leading designer and manufacturer of advanced hybrid photonic
integrated optoelectronic modules and subsystems for bandwidth-intensive,
high-speed communications networks. NeoPhotonics' technology enables it to
deliver the increased performance, reliability and power efficiency for products
that address the highest speed over distance applications and at data rates
including 200G, 400G, 600G and coming 800G per second rates on a single
wavelength for Cloud, data center and telecom networks.


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INVESTOR NEWS RELEASE

<< Back
LUMENTUM TO ACQUIRE NEOPHOTONICS TO ACCELERATE OPTICAL NETWORK SPEED AND
SCALABILITY

PDF Version
- Combination accelerates Lumentum's penetration of the fast-growing opportunity
for high-speed optical components for cloud and telecom network infrastructure
and creates a better partner for customers globally - Expected to be immediately
accretive to non-GAAP earnings per share and deliver more than $50 million in
annual run-rate cost synergies within 24 months of transaction close - Companies
to host investor call today at 5:30 a.m. PT to discuss the transaction -
Separately, Lumentum and NeoPhotonics announce quarterly financial results

SAN JOSE, Calif., Nov. 4, 2021 /PRNewswire/ -- Lumentum Holdings Inc. (NASDAQ:
LITE) ("Lumentum") and NeoPhotonics Corporation (NYSE: NPTN)
("NeoPhotonics") today announced that they have entered into a definitive
agreement under which Lumentum will acquire NeoPhotonics for $16.00 per share in
cash, which represents a total equity value of approximately $918 million. The
transaction has been unanimously approved by the Boards of Directors of both
companies.

The addition of NeoPhotonics expands Lumentum's opportunity in some of the
fastest growing areas of the more than $10 billion market for optical components
used in cloud and telecom network infrastructure. The integrated company will be
better positioned to serve the needs of a global customer base who are
increasingly utilizing photonics to accelerate the shift to digital and virtual
approaches to work and life, the proliferation of IoT, 5G, and next-generation
mobile networks, and the transition to advanced cloud computing architectures.
The combination creates a stronger partner for customers, with the ability and
intent to invest strongly in innovation and manufacturing capacity.

"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."

"We are confident this transaction will make us an even better partner to our
customers, while enabling our team to deliver significant, long-term value to
our stockholders. We look forward to welcoming NeoPhotonics' talented team of
employees to Lumentum," concluded Mr. Lowe.

"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. The
combination's complementary product portfolio, increased scale, breadth of
customer application knowledge, and R&D capabilities will accelerate innovation,
better serve customers, and deliver significant and immediate value to our
stockholders. Importantly, this transaction is a testament to the hard work and
dedication of our employees. I look forward to working with Lumentum leadership
to ensure a smooth transition as we begin an exciting new chapter as one
company."

Compelling Strategic and Financial Benefits

 * Comprehensive Capabilities for the Significant 400G+ Optical Network
   Opportunity: The complementary combination accelerates Lumentum's exposure to
   and penetration of some of the fastest growing portions of the more than $10
   billion market for optical components used in cloud and telecom network
   infrastructure. Internet, cloud, mobile, and broadband access network
   capacity requirements continue to grow at an unrelenting pace driven by the
   digital transformation of work and life, high-bandwidth video, gaming, and
   other applications. The combined company will have a broader portfolio of
   next generation products and technologies addressing the market opportunity
   created by the strong growth in network capacity requirements created by
   these applications.
 * Positioned to Better Serve Market Leading Customers: The combined company
   will comprise a solid financial position and the ability to invest in new
   products, technologies, and manufacturing capabilities, with a broader
   portfolio of products and technology relevant to global leaders in cloud and
   communications networks infrastructure. This transaction underscores
   Lumentum's commitment to the photonics and communications markets, and the
   combined company will continue to heavily invest in innovation and
   manufacturing capabilities in order to meet and exceed customers' photonics
   needs – today and into the future.
 * Accelerated Innovation from Combined R&D and Technology Capabilities
   Globally: The combination increases the scale and scope of Lumentum's
   innovation engine globally. The company will benefit from R&D and
   manufacturing capabilities globally across Asia, North America, and Europe.
   With a broader global talent pool, Lumentum will be well positioned to
   accelerate innovation and collaborate more closely with market and
   technology-leading customers worldwide.
 * Poised to Capture Attractive New Growth Opportunities: Photonics will play an
   increasing role in new approaches to automobiles and delivery vehicles,
   manufacturing, industrial sensing, safety and security, health care and the
   life sciences, and addressing climate change. The combined organization will
   be poised to capture new market growth opportunities created by these trends
   due to the combined R&D innovation engine and technology base. The
   combination's breadth of technology and vertical integration, from underlying
   components and materials to sub-systems and systems, increases the ability to
   participate in the technology stack of new end market customers increasingly
   utilizing photonics.
 * Delivers Substantial Run-Rate Synergies and Solid Accretion to Lumentum's
   Earnings: There are significant efficiency gains in combining derived from
   increased scale, reducing redundancies, and leveraging the best capabilities
   in the combination. The combined company is expected to generate more than
   $50 million in annual run-rate synergies within 24 months of the closing of
   the transaction. The transaction is expected to be immediately accretive to
   the combined company's non-GAAP earnings per share upon closing. The combined
   company is expected to have a solid balance sheet and strong operating cash
   flows, creating substantial financial flexibility to pursue continued growth
   initiatives.

Transaction Terms, Financing, and Approvals

The purchase price represents a premium of approximately 39% to NeoPhotonics'
closing stock price on November 3, 2021. Lumentum intends to finance the
transaction through cash from the combined company's balance sheet.

Related to the transaction, Lumentum will provide up to $50 million in term
loans to NeoPhotonics to fund anticipated growth, which may require increased
working capital and manufacturing capacity.

The transaction is expected to close in the second half of calendar year
2022, subject to approval by NeoPhotonics' stockholders, receipt of regulatory
approvals, and other customary closing conditions.

Advisors

Goldman Sachs & Co. LLC served as the exclusive financial advisor to Lumentum
and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal
advisor. Union Square Advisors LLC served as exclusive financial advisor to
NeoPhotonics and Cooley LLP served as legal advisor.

Transaction Conference Call and Lumentum First Quarter Fiscal 2022 Earnings
Results

In separate press releases issued today, Lumentum and NeoPhotonics announced
financial results for their first quarter fiscal 2022 and third quarter fiscal
2021, respectively. The Lumentum press release is available at
http://investor.lumentum.com. The NeoPhotonics' press release is available at
http://ir.neophotonics.com. In light of today's transaction announcement,
NeoPhotonics has cancelled its previously announced conference call for November
4 at 1:30 p.m. PT/4:30 p.m. ET.  

The Companies will hold a joint conference call today, November 4, 2021 at 5:30
a.m. PT/8:30 a.m. ET to discuss today's announcement, as well as Lumentum's
first quarter financial results. A live webcast of the call and the replay will
be available on the Lumentum website at http://investor.lumentum.com. Supporting
materials for the call's presentation will be posted on
http://investor.lumentum.com under the "Events and Presentations" section prior
to the call and on http://ir.neophotonics.com.

A conference call replay will be available from November 4, 2021, at 11:30 a.m.
ET through November 11, 2021, at 11:59 p.m. ET. To listen to the live conference
call, dial (844) 200-6205 (U.S.) or (929) 526-1599 (international) and reference
the passcode 319529. To access the replay, dial (866) 813-9403 (U.S.) or (929)
458-6194 (international) and reference the passcode 908228.

This press release is being furnished as an exhibit to a Current Report on Form
8-K filed with the Securities and Exchange Commission and will be available at
http://www.sec.gov/.

About Lumentum

Lumentum (NASDAQ: LITE) is a major designer and manufacturer of innovative
optical and photonic products enabling optical networking and laser applications
worldwide. Lumentum optical components and subsystems are part of virtually
every type of telecom, enterprise, and data center network. Lumentum lasers
enable advanced manufacturing techniques and diverse applications including
next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose,
California with R&D, manufacturing, and sales offices worldwide. For more
information, visit www.lumentum.com.

About NeoPhotonics

NeoPhotonics (NYSE: NPTN) is a leading developer and manufacturer of lasers and
optoelectronic solutions that transmit, receive and switch high-speed digital
optical signals for Cloud and hyper-scale data center internet content providers
and telecom networks. The Company's products enable cost-effective, high-speed
over distance data transmission and efficient allocation of bandwidth in optical
networks. NeoPhotonics maintains headquarters in San Jose, California and ISO
9001:2015 certified engineering and manufacturing facilities in Silicon Valley
(USA), Japan and China. For additional information visit www.neophotonics.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events, including the timing of the proposed
transaction and other information related to the proposed transaction. In some
cases, you can identify forward-looking statements because they contain words
such as "may," "will," "should," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these words or other
similar terms or expressions that concern the proposed transaction and our
expectations, strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to, (i)
expectations regarding the timing, completion and expected benefits of the
proposed transaction, (ii) plans, objectives and intentions with respect to
future operations, customers and the market, and (iii) the expected impact of
the proposed transaction on the business of the parties. Expectations and
beliefs regarding these matters may not materialize, and actual results in
future periods are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. These risks include the risk
that the transaction may not be completed in a timely manner or at all; the
ability to secure regulatory approvals on the terms expected in a timely manner
or at all; the effect of the announcement or pendency of the transaction on our
business relationships, results of operations and business generally; risks that
the proposed transaction disrupts current plans and operations; the risk of
litigation and/or regulatory actions related to the proposed
transaction; potential impacts of the Covid-19 pandemic; changing supply and
demand conditions in the industry; and general market, political, economic and
business conditions. The forward-looking statements contained in this
communication are also subject to other risks and uncertainties, including those
more fully described in filings with the Securities and Exchange Commission,
including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by
NeoPhotonics and Lumentum with the SEC from time to time and available at
www.sec.gov. These forward looking statements are based on current expectations,
and with regard to the proposed transaction, are based on Lumentum's and
NeoPhotonics' current expectations, estimates and projections about the expected
date of closing of the proposed transaction and the potential benefits thereof,
its business and industry, management's beliefs and certain assumptions made by
NeoPhotonics and Lumentum, all of which are subject to change.

The parties undertake no obligation to update the information contained in this
communication or any other forward-looking statement.

Additional Information and Where to Find It

This communication is being made in respect of a proposed business combination
involving Lumentum and NeoPhotonics. NeoPhotonics will file relevant materials
with the Securities and Exchange Commission (the "SEC") in connection with the
proposed transaction, including a proxy statement on Schedule 14A. Under the
proposed terms, promptly after filing its proxy statement with the SEC,
NeoPhotonics will mail or otherwise make available the proxy statement and a
proxy card to each stockholder entitled to vote at the annual meeting relating
to the proposed transaction. NEOPHOTONICS STOCKHOLDERS AND OTHER INVESTORS ARE
ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN
RESPECT OF THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION.

LUMENTUM AND NEOPHOTONICS URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain these materials (when they
are available and filed) free of charge at the SEC's website, www.sec.gov.
Copies of documents filed with the SEC by Lumentum (when they become available)
may be obtained free of charge on Lumentum's website at www.lumentum.com or by
contacting Lumentum's Investor Relations Department at
investor.relations@lumentum.com. Copies of documents filed with the SEC by
NeoPhotonics (when they become available) may be obtained free of charge on
NeoPhotonics' website at https://ir.NeoPhotonics.com or by contacting
NeoPhotonics' Investor Relations at ir@neophotonics.com.

Participants in the Solicitation

The directors and executive officers of NeoPhotonics may be deemed to be
participants in the solicitation of proxies from the stockholders of
NeoPhotonics in connection with the proposed transaction.  Information regarding
the interests of these directors and executive officers in the transaction
described herein will be included in the proxy statement described above.
Additional information regarding NeoPhotonics' directors and executive officers
is also included in NeoPhotonics' proxy statement for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 16, 2021. These documents
are available free of charge as described in the preceding paragraph.

Category: Financial

Contact Information

Lumentum
Investors: Jim Fanucchi, (408) 404-5400, investor.relations@lumentum.com
Media: Eric Brielmann or Kaitlin Kikalo, Joele Frank, Wilkinson Brimmer Katcher,
(212) 355-4449

NeoPhotonics
Investors: Sapphire Investor Relations, LLC, Erica Mannion, Investor Relations,
(617) 542-6180, ir@neophotonics.com
Media: LouVan Communications, Inc., Michael Newsom, (617) 803-5385,
mike@louvanpr.com

 

View original
content:https://www.prnewswire.com/news-releases/lumentum-to-acquire-neophotonics-to-accelerate-optical-network-speed-and-scalability-301416398.html

SOURCE Lumentum Holdings Inc.

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