Lumentum Holdings Inc. (NasdaqGS:LITE) entered into an agreement and plan of merger to acquire NeoPhotonics Corporation (NYSE:NPTN) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for approximately $900 million on Novemberá3, 2021. Under the terms of the transaction, Lumentum will acquire all outstanding shares of NeoPhotonics in an all-cash transaction of $16 per share. Lumentum intends to finance the transaction through cash from the combined companyÆs balance sheet. Lumentum will provide up to $50 million in term loans to NeoPhotonics to fund anticipated growth, which may require increased working capital and manufacturing capacity. NeoPhotonics may be required to pay Lumentum a termination fee ofá$27.5ámillion. Lumentum may be required to pay NeoPhotonics a termination fee of $55.1 million and if Lumentum takes certain specified actions, (including entering into any definitive agreement for an acquisition by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise of any ownership interest or assets of any Person) that cause a material delay in, or results in the failure of, the consummation of the merger, Lumentum may be required to pay NeoPhotonics an additional termination fee of $36.7 million. As of February 1, 2022, NeoPhotonics stockholders approved the merger agreement under which Lumentum Holdings Inc. will acquire NeoPhotonics. Stockholders also approved other proposals relating to the transaction.
Tim Jenks will continue to lead the company as Chief Executive Officer and the executive staff will continue in their current roles. The transaction is subject to approval by NeoPhotonicsÆ stockholders, receipt of regulatory approvals in the United States and China, receipt of antitrust regulatory approval in the US and China, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors ofáLumentum Holdings Inc. and NeoPhotonics Corporation. The transaction is not subject to any financing condition.áAs of January 21, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. Lumentum has obtained antitrust clearance from the People's Republic of China'sState Administration for Market Regulation. The transaction is expected to close in the second half of calendar year 2022. Lumentum currently expects that the NeoPhotonics acquisition will close on or around August 3, 2022. The transaction is expected to be immediately accretive to non-GAAP earnings per share and deliver more than $50 million in annual run-rate cost synergies within 24 months of transaction close. Goldman Sachs & Co. LLC acted as the financial advisor and Robert T. Ishii, Lisa L. Stimmell, Dana J. Hall, Brandon M. Gantus, Michael J. Montfort, Scott A. Sher, Jamillia P. Ferris, J. Todd Hahn, John P. McGaraghan, Matt Staples, Myra A. Sutanto Shen, James P. McCann, Martin R. Sul, Josephine Aiello LeBeau, Anne E. Seymour, Tarek J. Helou and Rich Mullen of Wilson Sonsini Goodrich & Rosati acted as the legal advisors for Lumentum Holdings Inc. Union Square Advisors LLC acted as the financial advisor as well as fairness opinion provider and Steve Tonsfeldt and Ian Nussbaum of Cooley LLP acted as the legal advisors for NeoPhotonics Corporation. Georgeson acted as information agent to NeoPhotonics. NeoPhotonics will pay fees of approximately $25,000 plus expenses to Georgeson. American Stock Transfer & Trust Company acted as transfer agent to NeoPhotonics. The engagement letter provides that we will pay Union Square a fee for its services of approximately $9.1 million, $750,000 of which was paid upon delivery of Union SquareÆs opinion and the remainder of which is payable upon closing of the Merger. Deutsche Bank Securities Inc. acted as financial advisor to Lumentum. Christopher D. Dillon of Gibson Dunn & Crutcher acted as legal advisor to Union Square Advisors LLC.
Lumentum Holdings Inc. (NasdaqGS:LITE) completed the acquisition of NeoPhotonics Corporation (NYSE:NPTN) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on August 3, 2022.