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Oclaro (OCLR) Enters Master Separation Agreement with Ushio Opto Semi

August 5, 2014 8:31 AM EDT
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On August 5, 2014, Oclaro Japan, Inc., a company incorporated under the laws of Japan (“Oclaro Japan”) and a wholly-owned subsidiary of Oclaro (Nasdaq: OCLR), entered into a Master Separation Agreement (“MSA”) with Ushio Opto Semiconductors, Inc., a company incorporated under the laws of Japan (“Ushio Opto”), and Ushio, Inc., a company incorporated under the laws of Japan (“Ushio”), whereby Ushio Opto agreed to acquire the industrial and consumer business of Oclaro Japan located at its Komoro, Japan facility (the “Business”), by means of an absorption-type demerger under the Japanese Companies Act (such transaction, the “Transaction”). Consideration for the Transaction will consist of 1.85 billion Japanese yen (approximately $18.5 million) in cash, of which 1.6 billion Japanese yen (approximately $16 million) will be paid at the closing and 250 million Japanese yen (approximately $2.5 million) will be paid into escrow and released to Oclaro Japan upon the earlier of six months after the closing or the completion by Oclaro Japan of certain transition services, subject to a net asset valuation adjustment post-closing and after deduction for any indemnification amounts determined to be owed to Ushio Opto prior to release of the funds from escrow. At the closing of the Transaction, Oclaro Japan and Ushio Opto are expected to enter into certain transition services and reciprocal services agreements to allow the Business to continue operations during the ownership transition, as well as an intellectual property agreement. Consummation of the transaction is subject to customary closing conditions. The closing of the Transaction is expected to occur during the Company’s second fiscal quarter of 2015 ending December 27, 2014. Ushio has guaranteed the performance of Ushio Opto’s obligations under the MSA.


Oclaro Japan, Ushio Opto and Ushio each provided customary and reciprocal representations, warranties and covenants in the MSA.



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