November 24, 2014
Koch Industries, Inc. today announced that its whollyowned subsidiary, Koch Optics, Inc., has launched its previously announced tender offer for all shares of Oplink Communications, Inc. (OPLK) at a price of $24.25 per share net to the holder in cash.
On November 19, 2014, the parties announced that they had signed a definitive merger agreement and that the tender offer would follow. The board of directors of Oplink unanimously approved the terms of the merger agreement, including the tender offer, and recommended that Oplink shareholders tender their shares in the offer.
Under the terms of, and subject to the conditions set forth in, the merger agreement, as soon as practicable following the acceptance of shares in the tender offer, Koch Optics will merge with and into Oplink pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. All issued and outstanding shares of Oplink’s common stock (together with the associated preferred share purchase rights), other than shares purchased in the tender offer, or shares held by shareholders of Oplink who have validly exercised appraisal rights under Delaware law, will be cancelled and converted into the right to receive $24.25 per share, net to the holder in cash, in the merger. Following the merger, Oplink will be managed by Molex Incorporated, a wholly-owned subsidiary of Koch Industries.
The completion of the tender offer is subject to, among other things, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and requires at least a majority of the issued and outstanding shares of Oplink’s common stock to be tendered, consistent with the threshold for approval of a merger specified in Oplink’s certificate of incorporation. The transaction is not conditioned on financing.
The tender offer and withdrawal rights are scheduled to expire at midnight New York City (Eastern) time on December 22, 2014, unless extended. Oplink’s directors, who collectively hold approximately 7% of the issued and outstanding shares of common stock of Oplink as of November 14, 2014, have agreed to tender their shares in the offer.
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