Opnext (OPXT) Enters Settlement for Merger Litigation
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Opnext, Inc. (Nasdaq: OPXT), has reached an understanding to settle the previously disclosed class action lawsuit in California captioned Martin Zilberberg v. Charles J. Abbe, No. RG12623460 (and the cases consolidated with the Zilberberg action, other than the Wright action, which was voluntarily dismissed on July 5, 2012) and the previously disclosed class action lawsuit in Delaware captioned In re Opnext, Inc. Shareholders Litigation, C.A. No. 7400-VCL, respectively (collectively, the "Merger Litigation"). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of March 26, 2012, by and among Oclaro, Inc., a Delaware corporation (“Oclaro”), Tahoe Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Oclaro, and Opnext.
The Company agreed to the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The other defendants and all named plaintiffs in the Merger Litigation are parties to the settlement, which provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the conditional certification of the Zilberberg Action as a non opt-out class action pursuant to California Code of Civil Procedure § 382 and California Rule of Court 3.769 on behalf of a class consisting of all record and beneficial owners of Opnext common stock during the period beginning on March 26, 2012, through the date of the consummation of the proposed merger, including any and all of their respective successors in interest, predecessors, representatives, and the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the California court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the California and Delaware courts will approve such settlement even if the parties were to enter into such stipulation. The settlement will not affect the merger consideration to be received by Opnext stockholders or the timing of the special meeting of Opnext stockholders scheduled for July 17, 2012.
Additionally, as part of the settlement, Opnext has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. The additional disclosures supplement the disclosure contained in the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 filed by Oclaro with the Securities and Exchange Commission ("SEC") on June 13, 2012 and mailed to Opnext's stockholders on or about June 15, 2012 (the "Proxy Statement"), and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. Nothing in this press release or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement.
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The Company agreed to the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The other defendants and all named plaintiffs in the Merger Litigation are parties to the settlement, which provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the conditional certification of the Zilberberg Action as a non opt-out class action pursuant to California Code of Civil Procedure § 382 and California Rule of Court 3.769 on behalf of a class consisting of all record and beneficial owners of Opnext common stock during the period beginning on March 26, 2012, through the date of the consummation of the proposed merger, including any and all of their respective successors in interest, predecessors, representatives, and the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the California court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the California and Delaware courts will approve such settlement even if the parties were to enter into such stipulation. The settlement will not affect the merger consideration to be received by Opnext stockholders or the timing of the special meeting of Opnext stockholders scheduled for July 17, 2012.
Additionally, as part of the settlement, Opnext has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. The additional disclosures supplement the disclosure contained in the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 filed by Oclaro with the Securities and Exchange Commission ("SEC") on June 13, 2012 and mailed to Opnext's stockholders on or about June 15, 2012 (the "Proxy Statement"), and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. Nothing in this press release or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement.
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