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8-K - FORM 8-K - OCLARO, INC. | f56416e8vk.htm |
EX-2.1 - EX-2.1 - OCLARO, INC. | f56416exv2w1.htm |
Exhibit 99.1
Mintera to Broaden Oclaros 40 Gbps Portfolio; Accelerate 100 Gbps Coherent Development; and Deepen
Telecom Subsystems Expertise
San Jose, Calif., July 21, 2010 - Oclaro, Inc. (NASDAQ: OCLR), a tier-one provider of
innovative optical communications and laser solutions, today announced it has acquired Mintera
Corporation, a privately-held leader in high-performance optical transport sub-systems solutions.
The acquisition of Mintera broadens Oclaros product portfolio for high-speed telecommunications,
and will reinforce Oclaros position as one of the leading optical communications providers. As a
result of the acquisition, Oclaro will offer components and sub-systems covering all of the major
modulation technologies necessary for high-performance 40 Gbps data transmission in regional,
metro, long-haul (LH) and ultra Long-Haul (ULH) networks.
Oclaros acquisition of Mintera is the latest in a series of strategic moves to increase our
addressable market, better serve our customers and outdistance our competition, said Alain Couder,
president and CEO, Oclaro. Through this acquisition, Oclaro has taken another important step
forward in building upon our leadership position in 40 Gbps regional and metro networks by
broadening our product portfolio and systems expertise to expand into 40 Gbps LH and the 100 Gbps
Coherent markets.
Infonetics Research forecasts the 40 Gbps long-haul optical component market to reach $150 million
in 2011, divided almost equally between DPSK (Differential Phase Shift Keying) and DQPSK
(Differential Quadrature Phase Shift Keying) technologies. Mintera has achieved noticeable market
acceptance of its 40 Gbps Adaptive DPSK transmission module, which enables ULH transmission
compatible with 50 GHz channel spacing. By adding Minteras DPSK technology and products to
Oclaros existing portfolio of DQPSK components and modules, Oclaro will now offer its customers a
complete line of solutions for the full range of 40 Gbps networks, maximizing the internal use of
its discrete optical engines.
Beyond 2011 Oclaro believes the 40 Gbps DPSK market will begin to migrate to Coherent technologies,
enabling lower line costs and simplified deployments. Minteras 40 Gbps PM-QPSK (Coherent) module
is planned for production by the second half 2011. Minteras 40 Gbps Coherent technology
development is expected to further enhance Oclaros competitive lead in the development of 100 Gbps
components and modules.
The 40Gbps Coherent module is expected to be the first product of its kind on the market, due to an
existing, comprehensive partnership agreement between Mintera Corporation and ClariPhy
Communications, a leading provider of high performance mixed-signal ICs and also an Oclaro
strategic partner.
Based in Acton, Massachusetts, Minteras team includes technical experts with substantial
high-performance, optical systems-level knowledge, who are expected to significantly augment
Oclaros own systems-level capabilities. Dr. Terry Unter, president and CEO of Mintera, has agreed
to remain with Oclaro for a transitional period and lead the new 40/100 Gbps modules and subsystems
division, reporting to Alain Couder, president and CEO. During this period, Mr. Couder and Dr.
Unter will also explore a longer term role for Dr. Unter in Oclaros executive management team. Dr.
Unter brings to Oclaro over 20 years experience in the optical communications industry including
executive, engineering, management and operations positions at companies including Corvis
Corporation, AMP Inc., Alcatel, and Northern Telecom.
As one of the top providers to the optical communications industry, Oclaros products and
technologies are highly complementary to Mintera. We serve different but complementary segments of
the telecommunications supply chain, said Dr. Terry Unter. Through this acquisition, Mintera can
leverage Oclaros strong customer relationships and recognized brand to accelerate sales of our
products and technologies. In addition, the Mintera team will contribute significantly to helping
Oclaro create a leadership position in 40 Gbps and 100 Gbps LH and ULH telecommunications markets.
Financial terms of the transaction
Revenues of Mintera Corporation were approximately $20M for the twelve months ended June 30, 2010.
Terms of the deal call for a payment of $12M in cash upon close, plus a revenue-based earn-out
ranging from $0 to $20M payable in cash or stock at Oclaros option. Achieving cumulative revenues
of $70M over the next 18 month period would lead to the maximum $20M earn out. Oclaro believes the
Mintera business will generate operating losses (excluding restructuring charges and stock
compensation) of between $1M and $2.5M a quarter in each of its remaining calendar 2010 quarters,
improving each
quarter and with breakeven targeted for the March calendar 2011 quarter. Oclaros target model for
the Mintera related business is to deliver gross margins of 40 to 45% and operating margins of 20
to 25%, well above Oclaros existing target model.
About Oclaro
Oclaro, Inc. (Nasdaq: OCLR) is a tier-one provider of optical communications and laser components,
modules and subsystems for a broad range of diverse markets, including telecommunications,
industrial, scientific, consumer electronics, and medical. Oclaro is a global leader, dedicated to
photonics innovation with cutting-edge research and development (R&D) and chip fabrication
facilities in the U.K., Switzerland and Italy, and in-house and contract manufacturing sites in the
U.S., Thailand and China. To support its diverse and global customer base, Oclaro maintains design,
sales and service organizations in each of the major regions around the world. For more information
visit http://www.oclaro.com.
Safe Harbor Statement
Statements in this press release about future expectations, plans or prospects of Oclaro, Inc. and
its business, and the assumptions underlying these statements, constitute forward-looking
statements for the purposes of the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements concerning (i) the
financial effects of the acquisition and the financial performance of the Mintera business after
the acquisition, (ii) growth of the 40 Gbps market and migration of the 40 Gbps DPSK market to
Coherent technologies after the acquisition, (iii) anticipated time line of production or release
of any products , (iv) the effects of the acquisition and the addition of the Mintera products on
Oclaros business,(v) Oclaros or the Mintera business future competitive position and (vi)
statements containing the words target, believe, plan, anticipate, expect, estimate,
will, should, ongoing, and similar expressions. There are a number of important factors that
could cause actual results or events to differ materially from those indicated by such
forward-looking statements, including potential difficulties integrating the acquired operations,
the potential that the acquisition may not have a positive effect on Oclaros financial results,
the possibility that the Mintera products may not perform as well as Oclaro expects, the impact of
continued uncertainty in world financial markets and the resulting reduction in demand for our
products, the future performance of Oclaro, Inc. following the closing of recent mergers and
acquisitions, the inability to realize the expected benefits and synergies as a result of the of
recent mergers and acquisitions, increased costs related to downsizing and compliance with
regulatory compliance in connection with such downsizing, as well as the factors described in
Oclaros most recent annual report on Form 10-K, most recent quarterly reports on Form 10-Q and
other documents we periodically file with the SEC. The forward-looking statements included in this
announcement represent Oclaros view as of the date of this press release. Oclaro anticipates that
subsequent events and developments may cause Oclaros views and expectations to change. However,
Oclaro specifically disclaims any intention or obligation to update any forward-looking statements
as a result of developments occurring after the date of this release.
Contacts:
Investors:
Jim Fanucchi
Summit IR Group, Inc.
1-408-404-5400
ir@oclaro.com
Jim Fanucchi
Summit IR Group, Inc.
1-408-404-5400
ir@oclaro.com
Press:
Erika Powelson
Tanis Communications, Inc.
1-408-781-4981
erika.powelson@taniscomm.com
Erika Powelson
Tanis Communications, Inc.
1-408-781-4981
erika.powelson@taniscomm.com
General:
Tara Pratt
Oclaro
1-408-705-3103
tara.pratt@oclaro.com
Tara Pratt
Oclaro
1-408-705-3103
tara.pratt@oclaro.com
Schmitt, A. (April 2010). 10G/40G/100G Optical Transceivers Biannual Worldwide Market Size and
Forecasts, Infonetics Research.