Lumentum Holdings Inc. signed a definitive agreement to acquire Oclaro, Inc. for $1.8 billion.
One member of Oclaro's Board of Directors will join Lumentum's Board of Directors upon the closing of the transaction. The transaction is subject to customary closing conditions, including the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the effectiveness of a registration statement on Form S-4 registering the shares of Lumentum common stock to be issued in merger, approval by the holders of a majority of the outstanding shares of Oclaro common stock, receipt of regulatory approval in China and the Nasdaq listing approval of the Lumentum common stock to be issued in the merger. The transaction is not subject to any financing condition. The transaction has been unanimously approved by the Board of Directors of both the company. As of April 4, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period. As of April 5, 2018, the U.S. antitrust approval was obtained. M&A committee was formed to review and authorize transactions including the Octaro transaction. The committee comprised of Dougherty, Kendall Cowan and Ian Small. As of May 16, 2018, the S-4 was filed. The transaction has been approved by the shareholders of Oclaro on July 10, 2018. As of December 6, 2018, antitrust clearance from the People's Republic of China's State Administration for Market Regulation was obtained. The transaction is expected to close in the second half of calendar 2018. The transaction is expected to close on or around December 10, 2018. The deal is expected to be accretive to non-GAAP earnings per share immediately after closing.
Deutsche Bank Securities acted as the financial advisor whereas Robert T. Ishii, Derek Liu, Lisa Stimmell, John Mao, Michael Occhiolini, Nathan Cao, Gordon Grafft, Alex Imas, Albert Parisi-Esteves, Michael Rosati, Peter Wu, Manja Sachet, John McGaraghan, Khurram Awan, Nayha Zubair, Jamillia Ferris, Christopher Williams, Brendan Coffman, Brandon Gantus, David Thomas, Austin Holt, JeAnne Reyes, Briza Sanchez, Eileen Marshall, Timothy Shapiro, Anne Seymour, Lawrence Perrone, Lee Cumberland, Martin Sul, James McCann, Jennifer Sayles Okorn, Ben Hance, Brianna Dougherty and Dana Hall of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Lumentum. Judy Hamel acted as general counsel to Lumentum. Phil Berkowitz and Jason Greenberg of Jefferies LLC acted as financial advisors and Daniel R. Mitz and Kevin B. Espinola of Jones Day acted as legal advisors to Oclaro. David Teichmann acted as Oclaro's general counsel and Stanley Okawachi acted as associate general counsel. Jack Bodner, David Schwartzbaum, John Mei and Josh Nulman of Covington & Burling LLP acted as legal advisors to Jefferies LLC, financial advisor to debtor. Computershare Trust Company, NA acted as transfer agent whereas MacKenzie Partners, Inc. acted as proxy solicitor to Oclaro and will be paid a fee of approximately $0.0175 million. Oclaro agreed to pay Jefferies a fee of approximately $30.1 million of which $1 million was payable upon delivery of the fairness opinion.