SAN JOSE, Calif.--(BUSINESS WIRE)--NeoPhotonics Corporation (NYSE:NPTN), today announced that it has completed the acquisition of the tunable laser product lines of EMCORE Corporation (NASDAQ: EMKR) for approximately $17.5 million. Consideration for the transaction consists of $1.5 million in cash and a promissory note of approximately $16.0 million, which is subject to certain adjustments for inventory, net accounts receivable and pre-closing revenues, and will mature in two years. The note is subordinated to the Company’s existing bank debt in the U.S. and is secured by certain assets acquired in the transaction.
“EMCORE’s narrow linewidth tunable laser product line is highly complementary to our broad existing portfolio of optical components for 100 Gigabits per second coherent transport systems, and this acquisition significantly expands our footprint in this rapidly growing segment,” said Tim Jenks, Chairman and CEO of NeoPhotonics. “EMCORE’s External Cavity Tunable Laser has the narrowest linewidth in the industry, which we believe will become increasingly important for advanced modulation schemes at 400G and beyond. Combining this business into NeoPhotonics will allow us to provide customers with a full product suite that serves the full coherent market,” continued Mr. Jenks.
The acquisition is expected to be accretive to NeoPhotonics on a non-GAAP earnings per share basis by the second quarter of 2015. NeoPhotonics management will discuss the impact of this acquisition in the context of their outlook for the first quarter ending March 31, 2015 when it reports fourth quarter and full year 2014 results.
About NeoPhotonics
NeoPhotonics is a leading designer and manufacturer of hybrid photonic integrated optoelectronic modules and subsystems for bandwidth-intensive, high-speed communications networks. The Company’s products enable cost-effective, high-speed data transmission and efficient allocation of bandwidth over communications networks. NeoPhotonics maintains headquarters in San Jose, California and ISO 9001:2000 certified engineering and manufacturing facilities in Silicon Valley (USA), Japan and China. For additional information visit www.neophotonics.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release includes statements regarding the completed acquisition, including statements regarding the benefits of the addition of the EMCORE product line and the expected accretive impact on Neophotonics' second quarter 2015 non-GAAP earnings per share, that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these forward-looking statements involve risks and uncertainties and are only predictions based on NeoPhotonics’ current expectations, estimates and projections about their respective industry and business, management’s beliefs, and certain assumptions made by NeoPhotonics, all of which are subject to change and which may differ materially from actual future events or results. The actual results of NeoPhotonics and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks, uncertainties and assumptions.
The risks and uncertainties that could cause the results of NeoPhotonics to differ materially from those expressed or implied by such forward-looking statements include but are not limited to: potential effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners for both NeoPhotonics and the acquired EMCORE products; transaction costs; actual or contingent liabilities or contractual, intellectual property or employment issues that arise as a result of the transaction; the inability to predict the future success or market acceptance of the acquired EMCORE products while a part of NeoPhotonics, or the timing of such acceptance; the benefits of combining the acquired products and technologies with those of NeoPhotonics may not be realized; the highly competitive and rapidly evolving markets in which both NeoPhotonics and the acquired EMCORE products compete; the demand for the acquired EMCORE products may be volatile or lower than expected and production capacity related to these products may be underutilized; demand for the acquired EMCORE products could be lower than NeoPhotonics’ expectations due to general conditions in the telecommunications equipment industry or other factors; and other business effects, including the effects of economic or political conditions outside of the control of NeoPhotonics.
For further discussion of the risks and uncertainties relating to NeoPhotonics’ business, please refer to the documents NeoPhotonics’ files with the SEC from time to time, including NeoPhotonics’ Annual Report on Form 10-K for the year ended December 31, 2013 and NeoPhotonics’ Quarterly Reports on Form 10-Q for the three months ended March 31, 2014, six months ended June 30, 2014 and nine months ended September 30, 2014. All forward-looking statements are made as of the date of this press release, and NeoPhotonics disclaims any duty to update such statements.
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