Business Services Industry

Oplink Signs Definitive Agreement to Acquire Remaining Shares of Optical Communication Products, Inc

Business Wire, June 20, 2007

FREMONT, Calif. & WOODLAND HILLS, Calif. -- Oplink Communications, Inc. (Nasdaq:OPLK) and Optical Communication Products, Inc. (Nasdaq:OCPI) ("OCP") today announced that they have signed a definitive merger agreement by which Oplink will acquire the remaining 41.9% of OCP's outstanding common stock for $1.65 per share in cash. On June 6, 2007, Oplink announced that it had completed the purchase of a 58.1% interest in OCP from The Furukawa Electric Co., Ltd. and that it had reached an agreement in principle with OCP to acquire the remaining shares. Upon completion of the merger, OCP will become a privately-held company, wholly owned by Oplink, a leading photonic components, intelligent modules, and subsystems solution provider.

The transaction has been unanimously approved by the board of directors of OCP, following the unanimous recommendation of a special committee of independent directors of the board.

OCP designs, manufactures and sells a comprehensive line of fiber optic components for metropolitan, local area and fiber-to-the-home networks. OCP's product lines include optical transceivers, transmitters and receivers. The combination of OCP's capabilities with Oplink's strengths is expected to create a company that is positioned to compete more aggressively in the market for telecommunications and data communications equipment.

"We are delighted to move forward with our plans to acquire OCP and believe that with this transaction we have combined the strength of OCP's active components with Oplink's passive expertise to create the industry's leading solutions for metro and access applications," commented Joe Liu, president and CEO of Oplink. "As a combined company, we will meaningfully broaden our portfolio of offerings and expand our addressable market and customer base. Over time, we plan to achieve revenue growth and cost synergies that are expected to translate into improved profitability and shareholder returns."

"After careful consideration of many factors, and following a thorough review with its independent advisors, the Special Committee and the Board have unanimously determined that the merger is in the best interests of OCP and its remaining shareholders," said Hobart Birmingham, Chairman of the Special Committee of the OCP Board of Directors. "This transaction provides significant value for our shareholders, representing a 20% premium over the closing price on the last day of trading prior to the announcement of Oplink's agreement with Furukawa."

The completion of the transaction is subject to the approval of holders of two-thirds of the outstanding OCP shares not currently held by Oplink. No additional regulatory approvals are required. This transaction is expected to close by September 2007, with the exact timing dependent on the review and clearance of necessary filings by the Securities and Exchange Commission ("SEC"). OCP will file proxy materials with the SEC for a special meeting of stockholders to vote on the proposed merger.

Concurrent with the signing of the definitive agreement, Dr. Muoi V. Tran resigned from the OCP Board of Directors. In addition, the OCP Board has been expanded to nine members with the appointments of Joseph Y. Liu, Chieh Chang, Leonard J. Leblanc and Jesse W. Jack, current Oplink board members, and Dr. Robert Shih, an Oplink officer. Oplink and OCP intend that this board composition will remain in effect until the merger is closed.

About Oplink Communications, Inc.

Incorporated in 1995, Oplink is a leading provider of design, integration and optical manufacturing solutions (OMS) for optical networking components and subsystems. The Company offers advanced and cost-effective optical-electrical components and subsystem manufacturing through its facilities in Zhuhai and Shanghai, China. In addition, Oplink maintains a full complement of optical-centric front-end design, application, and customer service functions at its headquarters in Fremont, California. The Company's customers include telecommunications, data communications and cable TV equipment manufacturers around the globe. Oplink is committed to providing fully customized, photonic foundry services incorporating its subsystems manufacturing capabilities. To learn more about Oplink, visit its web site at: http://www.oplink.com.

About Optical Communication Products, Inc.

Founded in 1991, OCP designs, manufactures and sells a comprehensive line of fiber optic components for metropolitan, local area and fiber-to-the-home networks. Its global speed-to-market strategy calls for increased international market penetration, fast-paced product development and flexible, turnkey manufacturing capacity. The Company's product lines include optical transceivers, transmitters and receivers. For more information, visit OCP's web site at www.OCP-inc.com or Investor Digest at www.globalprovince.com/ocpiindex.htm.> Additional Information about the Acquisition of the Remaining Shares of OCP and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the remaining shares of OCP by Oplink. In connection with such proposed acquisition, OCP will file a proxy statement and other materials with the SEC. We urge investors to read the proxy statement and these other materials carefully when they become available because they will contain important information about OCP and the proposed acquisition. Investors will be able to obtain free copies of the proxy statement and white proxy card (when available) as well as other filed documents containing information about OCP at http://www.sec.gov, the SEC's Web site. Free copies of OCP's SEC filings are also available on the investor relations portion of OCP's web site at www.ocp-inc.com.

 

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