November 19, 2014
Oplink Communications, Inc. (OPLK) and Koch Industries, Inc., today announced that they have reached a definitive agreement for Koch Optics, Inc., a wholly owned Koch Industries subsidiary, to acquire Oplink, a leader in optical components and systems, in an all-cash transaction for approximately $445 million. Under the terms of the agreement, which has been approved by each company’s Board of Directors, Koch Optics will commence a tender offer and subsequent merger for all of the outstanding shares of Oplink common stock for $24.25 per share.
The purchase price represents a 26% premium to the average closing price for the 30 days prior to the announcement and a 14% premium to the closing price on November 18, 2014. The closing of the tender offer is subject to customary conditions, including United States antitrust clearance. The transaction is not conditioned on financing.
Oplink will be managed by Molex, a global electronics components company and Koch Industries subsidiary. The transaction represents an expansion of Koch’s technology platform operated under Molex.
“Oplink will significantly expand Molex’s fiber optic capabilities for technology development and new product innovation,” said Tim Ruff, Molex’s senior vice president, business development and corporate strategy. “This is a great example of how we are growing our capabilities in our target markets by combining Molex’s global presence and technological leadership with key industry leaders to provide customers with innovative solutions.”
Joe Liu, CEO of Oplink commented, “This compelling transaction provides our shareholders with immediate and substantial cash value for their investment. We are excited to join forces with Molex and its strong brand, global reach and leading technologies to expand our offerings and better serve our customers. Our Board is confident that this combination is in the best interests of our shareholders and will create a stronger and more comprehensive offering for the fast growing wireless, datacom, metro and long-haul telecom markets.”
“Oplink’s team brings a broad range of talent and capabilities that are complementary to Molex. Our combined organizations will enable us to create more value for our customers and will accelerate our development of complete integrated optical solutions,” said Doug Busch, vice president and general manager of Molex’s Global Fiber Optic business.
Cowen and Company, LLC acted as exclusive financial advisor to Oplink, and Covington and Burling LLP acted as the company’s legal counsel. Goldman, Sachs & Co. acted as Koch’s financial advisor, and Latham & Watkins LLP acted as its legal counsel.